As filed with the Securities and Exchange Commission on April 7, 1995.
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)
COLEMAN RESEARCH CORPORATION NON-QUALIFIED STOCK OPTION 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, $1.00 135,241 $49.875(1) $6,745,145(1) $2,326(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 Coleman Research Corporation Non-qualified Stock Option 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 135,241 shares and (2) the average of the high and low sales prices,
$50 1/4 and $49 1/2, respectively, of the Registrant's Common Stock on
the New York Stock Exchange on April 6, 1995 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 Coleman Research Corporation Non-qualified Stock
Option Plan dated January 1, 1990 by 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 December 31, 1994.
(b) The Registrant's Current Report on Form 8-K with respect to events
occurring on March 2, 1995.
(b) 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 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, 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 7th day of April, 1995.
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, Jonathan
W. Painter, 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 April 7, 1995
------------------------
George N. Hatsopoulos
Executive Vice President
John N. Hatsopoulos and Chief Financial Officer April 7, 1995
------------------------
John N. Hatsopoulos
Vice President, Finance
Paul F. Kelleher (Chief Accounting Officer) April 7, 1995
------------------------
Paul F. Kelleher
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Signature Title Date
--------- ----- ----
John M. Albertine Director April 7, 1995
------------------------
John M. Albertine
Peter O. Crisp Director April 7, 1995
------------------------
Peter O. Crisp
Elias P. Gyftopoulos Director April 7, 1995
------------------------
Elias P. Gyftopoulos
Frank Jungers Director April 7, 1995
------------------------
Frank Jungers
Robert A. McCabe Director April 7, 1995
------------------------
Robert A. McCabe
Frank E. Morris Director April 7, 1995
------------------------
Frank E. Morris
Donald E. Noble Director April 7, 1995
------------------------
Donald E. Noble
Hutham S. Olayan Director April 7, 1995
------------------------
Hutham S. Olayan
Roger D. Wellington Director April 7, 1995
------------------------
Roger D. Wellington
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EXHIBIT INDEX
Exhibit
Number Description Page
------ ----------- ----
4.1 Restated Certificate of
Incorporation of the Registrant (incor-
porated herein by reference Exhibit 3.1
to the Registrant's Annual Report on Form
10-K for the fiscal year ended December
31, 1994 (File No. 1-8002)).
4.2 By-Laws of the Registrant, as amended
(incorporated herein by reference to
Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended January 1, 1994 (File No. 1-8002)).
4.3 Rights Agreement dated as of May 4, 1988
between the Registrant and The First
National Bank of Boston, which includes
as Exhibit A the Form of Certificate of
Designations, as Exhibit B the Form of
Rights Certificate, and as Exhibit C the
Summary of Rights to Purchase Preferred
Stock (incorporated herein by reference
to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A,
declared effective by the Commission
on June 25, 1988 (File No. 1-8002)).
4.4 Coleman Research Corporation Nonqualified
Stock Option Plan 10
5.1 Opinion of Seth H. Hoogasian, Esq. 16
23.1 Consent of Arthur Andersen LLP 17
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (see signature pages to
this Registration Statement).
9
EXHIBIT 4.4
COLEMAN RESEARCH CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
1. OBJECTIVES OF THE PLAN
The Plan is intended to encourage ownership of Stock of
Coleman Research Corporation, a Florida corporation organized in
1980 (hereinafter called the "Corporation"), by employees who
contribute to the success of the corporation. By extending to
such persons the opportunity to achieve equity interest in the
Corporation and to participate in its success, the Plan may be
expected to benefit the Corporation and its shareholders by
making it possible to attract and retain the best available
talent and by providing incentives for employees to exert their
best efforts to increase the value of the stock of the
Corporation.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Chief Executive
Officer (CEO) of the Corporation or his designee. Subject to the
express provisions of the Plan, the CEO shall have full
authority, in his discretion, to determine the individuals to
whom, and the time or times at which, and the extent to which,
option rights shall be granted under the Plan. In making such
determinations, the CEO may take into account the nature of the
services rendered by persons he deems eligible hereunder, and
such other factors as the CEO in his discretion shall deem
relevant. Subject to the express provisions of the Plan, the CEO
shall also have full authority to interpret the plan and to make
all other determinations necessary or advisable for the
administration of the Plan.
3. PARTICIPATION
Options may be granted only to full-time employees of the
Corporation as selected by the CEO. However, options may be
granted to full-time employees in recognition of contributions
previously made while such persons were part-time employees or
consultants of the Corporation. Options that would have become
exercisable after employee termination cannot be exercised.
4. CRITERIA FOR GRANTS OF OPTION RIGHTS
Stock options are granted under three circumstances: a)
contract sales options, b) as a bonus, or c) to incentivize new
key employees.
a) Contract Sales Options- Grants of option rights shall
be as a result of and only as a result of contract
sales to the corporation which produce contract
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revenues for the corporation. As a general rule,
grants of options shall be in the ratio of one share of
stock per $1,000 of contract revenue in each fiscal
year, hereinafter called the "Nominal Ratio". The CEO
shall have the discretion and authority to determine
the total number of shares granted as options as a
result of any given contract. The CEO may choose to
granted option shares in excess of those defined by the
Nominal Ratio in recognition of contracts which produce
an extraordinarily high percentage of profits and/or
discretionary funds or in recognition of any other
extraordinary factors. The CEO may also choose to
grant option shares in an amount less than those
defined by the Nominal Ratio in recognition of
contracts which would produce a lower than typical
percentage of profits and/or discretionary funds (e.g.,
contracts containing subcontracts or other obligations)
or in recognition of any other extraordinary factors.
The Board of Directors may change the Nominal Ratio at
any time, to apply as the general guideline for the
grant of all stock options henceforth, whenever it
judges such change to be in the best interest of the
Corporation and its shareholders.
The selection of the persons to which options shall be
granted and the number of option shares granted to each
selected person shall be at the discretion of the CEO
subject to the provisions of the plan. The general
guideline for designation of recipients of options
shall be that options shall be granted and distributed
in proportion to the relative contributions of
individuals to obtaining contract awards.
Recommendations for the grant of options associated
with any contract award will be submitted to the CEO by
the President.
b) Bonus Award Options- Under special circumstances, the
CEO shall have the discretion and authority to grant
bonus options. The selection of the persons to which
bonus options shall be granted and the number of option
shares granted to each selected person shall be at the
discretion of the CEO subject to the provisions of the
plan.
c) New Key Employee Options- Offers to new full-time key
employees to purchase shares of the corporation shall
be in the form of stock options. These options are
subject to all provisions within this plan.
5. LIMITATION ON GRANTS OF OPTIONS
In to event shall an option be granted hereunder to any
person pursuant to which he may purchase shares which would place
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his total share holding in violation of the By-laws of the
corporation.
6. OPTION PRICE
The purchase price of the stock underlying each option shall
generally be the formula price of the stock as of the date of
grant for the option, as defined by the Board of Directors.
However, at the discretion of the CEO, the option price can
differ from the formula price. All persons to whom stock options
have been granted during a fiscal year shall be notified of such
grants within 30 days following the end of that fiscal year.
Such notices will identify the numbers of option shares granted,
dates of grant, and the price of the stock as of each date of
grant. The purchase price is to be paid in full in cash upon the
exercise of the option. The proceeds of sale of stock subject to
option are to be added to the general funds of the corporation
and used for its corporate purposes as the Board of Directors
shall determine.
7. TERM OF OPTIONS
The term of each option other than contract sales options
shall typically be for four years from the date of grant, subject
to conditions for earlier termination as hereinafter provided.
Contract sales options shall be for three years from date of
grant. The CEO has the right to modify this term at his
discretion.
8. EXERCISE OF OPTIONS
Unless otherwise provided in the option agreement, each
option shall be exercisable, in whole at any time, or in part
from time-to-time during the term of the option. However, no
option is exercisable by an employee while that employee has
outstanding any stock option which was granted before the
granting of such option to such employee to purchase stock in the
corporation. The holder of an option shall not have any of the
rights of a stockholder with respect to the shares covered by the
option until such shares shall be issued to employee upon the due
exercise of the option. So long as the stock of the corporation
is not listed on any stock exchange, or so long as the stock is
not traded on a regular basis, as determined by the corporation,
in the over-the-counter market, the corporation may reserve for
itself the right of first refusal on any sale of stock acquired
by exercise of option. The corporation or any subsidiary shall
be entitled to deduct from other compensation payable to each
holder any sums required by federal, state, or local tax law to
be withheld with respect to the exercise of an option but, in the
alternative, the corporation may require the holder or other
person exercising such option to pay, or the holder or such other
person may pay, such sums to the employer corporation.
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9. VESTING OF OPTION SHARES
Unless otherwise provided in the option agreement, bonus and
new key employee options may be exercised 36 months after the
date of grant, and contract sales options may be exercised 24
months after the date of grant.
10. NON-TRANSFERABILITY OF OPTIONS
No option granted under the plan shall be transferable and
an option may be exercised during the lifetime of the holder
hereof, only by the holder.
11. TERMINATION OF ASSOCIATION
In the event of the termination of association with the
corporation, other than by reason of death, by the holder of an
option acquiring such by reason of position as an employee,
unless the option shall have been previously terminated pursuant
to the provisions of the option agreement, holder may exercise
the option at any time within 30 days after such termination, but
in no event after the expiration of the term of the option, if
and to the extent holder was entitled to exercise such option at
the date of such termination. Options granted under the Plan
shall not be affected by any change of duties or position so long
as such holder continues to be employed by the corporation or a
subsidiary. Nothing in the Plan or in any option grant pursuant
to the Plan shall confer on any individual any right to continue
an association with the corporation or any of its subsidiaries or
interfere in any way with the right of the corporation or any of
its subsidiaries to terminate such association at any time. A
leave of absence granted to an optionee shall not be deemed a
termination of association within the meaning of this paragraph.
All shares acquired by persons as a result of exercise of
options shall be subject to repurchase by the Corporation or by
other employees in the event of termination of association with
the corporation, for whatever reason, by such persons. The sale
of the stock shall be in accordance with the stock redemption
agreement in effect at the time of sale.
12. DEATH OF HOLDER OF OPTION
In the event of the death of the holder of an option while
holder is still entitled to exercise the option as provided in
paragraph 10 hereof, the option theretofore granted to holder may
be exercised by a legatee or legatees of the option holder under
holder's last will, or by personal representatives or
distributees, at any time within a period of 120 days after
holder's death, but in no event after the expiration of the term
of such option, if and to the extent that holder was entitled to
exercise such option at the date of death. Shares of stock thus
acquired are subject to repurchase by the corporation or purchase
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by other employees according to the terms identified in paragraph
11 above.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND CORPORATE
CHANGES
If the outstanding shares of the stock of the corporation
are changed into, or exchanged for a different number or kind of
shares or securities of the corporation through reorganization,
merger, recapitalization, reclassification, or otherwise or if
the number of outstanding shares is changed through a stock
split, stock dividend, stock consolidation or otherwise, an
appropriate adjustment shall be made in the number and kind of
shares as to which options may thereafter be granted. A
corresponding adjustment changing the number or kind of shares
allocated to unexercised options or portions thereof, which shall
have been granted prior to any such change, shall likewise be
made. Any such adjustment in an outstanding option, however,
shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding
adjustment in the price for each share covered by the option.
Upon the dissolution or liquidation of the corporation, or
upon a reorganization, merger, or consolidation of the
corporation with one or more corporations as a result of which
the corporation is not the surviving corporation, or upon a sale
of substantially all the assets of the corporation to another
entity, the holder of an option shall have the right, within such
period of time as shall be prescribed by the CEO to exercise, at
the option exercise price, any unexercised portion of such option
that is exercisable at time of such sale or merger, plus 25% of
any remaining portion not theretofore exercisable. Upon
consummation of any such transaction, any unexercised portion of
such option shall terminate, unless provision be made in
connection with such transaction for the assumption of options
theretofore granted, or the substitution for such options
covering the stock of a successor employer corporation, or a
parent or subsidiary thereof, with appropriate adjustment as to
number and kind of shares and prices.
Adjustment under this paragraph shall be made by the Board
of Directors, whose determination as to what adjustment shall be
made shall be final and conclusive. No fractional shares of
stock shall be issued under the Plan on account of any such
adjustment.
The CEO may impose such additional conditions or limitations
on rights granted under this paragraph as he may deem necessary
or desirable to secure for the holders thereof the benefits of
Rule 16b-3 promulgated under Section 16(b) of the Securities
Exchange Act of 1934, or any successor provision in effect at the
time of grant or exercise of such rights, or as it may otherwise
deem advisable.
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14. GOVERNMENT AND STOCK EXCHANGE REGULATIONS
The Corporation shall not be required to issue any shares
upon the exercise of any option unless and until any then
applicable requirements of the Securities and Exchange Commission
or other regulatory agencies having jurisdiction and of any
exchanges upon which stock of the corporation may be listed shall
have been fully complied with.
15. AMENDMENT AND TERMINATION
The Plan may be terminated, modified, or amended by the
stockholders of the corporation or by the Board of Directors at
any time they shall deem advisable.
/s/ T. J. Coleman
------------------------------
T. J. Coleman, Chairman & CEO
vi
EXHIBIT 5.1
THERMO ELECTRON CORPORATION
81 Wyman Street
Waltham, MA 02254
April 7, 1995
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-8 Relating to 135,241
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
135,241 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 Coleman Research Corporation Non-qualified
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Stock Option 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
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
report dated February 10, 1995 included in Thermo Electron
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 7, 1995
