As filed with the Securities and Exchange Commission on February 28, 1996
Registration No. 33-
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
Identification No.) incorporation or organization)
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 High Street Tower
81 Wyman Street 125 High Street
P.O. Box 9046 Boston, Massachusetts 02110
Waltham, Massachusetts 02254-9046
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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 ]
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(b) 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. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registra-
be registered Registered share (1) price (1) tion fee
Common Stock, 5,310,847 shs. $ 54.57 $289,812,921 $99,935.49
$1.00 par value
(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 February 21, 1996.
_________________________
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 5,310,847 SHARES
THERMO ELECTRON CORPORATION
Common Stock
PAR VALUE $1.00 Per Share
____________________
This Prospectus relates to the resale of 5,310,847 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 $301,125,000 principal amount of the
Company's outstanding 4 1/4% Convertible Subordinated Debentures
due 2003 (the "Debentures"). The Debentures are convertible, at
the option of the holder (a "Selling Shareholder"), at a
conversion price of $56.70 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.
____________________________
February 28, 1996
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.
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
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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
Selling Shareholders 2
The Company 3
Incorporation of Documents by Reference 3
Legal Opinion 4
Experts 4
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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).
SELLING SHAREHOLDERS
The Selling Shareholders currently hold Debentures
convertible into the Shares which are the subject of this
Prospectus. It is unknown if, when or in what amounts a Selling
Shareholder may offer Shares for sale and the names of the
Selling Shareholders who may sell the Shares. There is no
assurance that the Selling Shareholders will sell any or all of
the Shares offered hereby.
Because the Selling Shareholders may offer all or some of
the Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares that will be held by the Selling Shareholders after
completion of this offering, no estimate can be given as to the
principal amount of the Shares that will be held by the Selling
Shareholders after completion of this offering.
Other than as a result of the ownership of the Debentures,
to the best of the Company's knowledge, none of the Selling
Shareholders had any material relationship with the Company
within the three year period ending on the date of this
Prospectus.
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 December 31, 1994, as amended on Form 10-K/A dated
April 21, 1995 and on Form 10-K/A dated August 1, 1995.
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(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 1, 1995, as amended on Form 10-Q/A
dated May 10, 1995.
(3) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 1, 1995.
(4) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1995, as amended on Form
10-Q/A dated December 19, 1995.
(5) The Company's Current Report on Form 8-K dated March 2,
1995.
(6) The Company's Current Report on Form 8-K dated November
28, 1995.
(7) The Company's Current Report on Form 8-K dated January
3, 1996.
(8) The description of the Company's 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 82,385 shares of Common Stock and 144,537 shares
of the common stock of the Company's subsidiaries.
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EXPERTS
The financial statements and schedule of the Company for the
year ended December 31, 1994, incorporated in this Registration
Statement by reference to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1994 have been audited by
Arthur Andersen LLP, independent public accountants, to the
extent and for the periods as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said reports.
Reference is made to said report with respect to the Company's
financial statements, which includes our explanatory fourth
paragraph with respect to the change in the method of accounting
for postretirement benefits other than pensions in 1992 and for
investments in debt and marketable equity securities in 1994 as
discussed in Note 2 to the financial statements.
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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 $ 99,955
New York Stock Exchange listing fee ................ 25,450
Legal fees and expenses ............................ 40,000
Accounting fees and expenses ....................... 1,000
Miscellaneous ...................................... 8,615
Total ......................................... $175,000
_______________
* 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.
The Delaware General Corporation Law and the Company's
Certificate of Incorporation and By-Laws limit the monetary
liability of directors to the Company and to its stockholders and
provide for indemnification of the Company's officers and
directors for liabilities and expenses that they may incur in
such capacities. In general, officers and directors are
indemnified with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action
or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. The Company also has
indemnification agreements with its directors and officers that
provide for the maximum indemnification allowed by law.
Thermo Electron Corporation has an insurance policy which
insures the directors and officers of Thermo Electron and its
subsidiaries, including the Company, against certain liabilities
which might be incurred in connection with the performance of
their duties.
Item 16. Exhibits.
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See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
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 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
post-effective amendment any of the securities being registered
which remain unsold at the termination of the 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 28th
day of February, 1996.
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 February 28, 1996
Board, President,
George N. Hatsopoulos Chief Executive
Officer and
Director
/s/ John N. Hatsopoulos Executive Vice February 28, 1996
President and
John N. Hatsopoulos Chief Financial
Officer
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(principal
financial
officer)
/s/ Paul F. Kelleher Vice President, February 28, 1996
Finance
Paul F. Kelleher (principal accounting
officer)
Director
John M. Albertine
/s/ Peter O. Crisp
Peter O. Crisp Director February 28, 1996
/s/ Elias P. Gyftopoulos Director February 28, 1996
Elias P. Gyftopoulos
/s/ Frank Jungers Director February 28, 1996
Frank Jungers
/s/ Robert A. McCabe
Robert A. McCabe Director February 28, 1996
/s/ Frank E. Morris
Frank E. Morris Director February 28, 1996
/s/ Donald E. Noble
Donald E. Noble Director February 28, 1996
/s/ Hutham S. Olayan
Hutham S. Olayan Director February 28, 1996
/s/ Roger D. Wellington
Roger D. Wellington Director February 28, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Sequential Page No.
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP
EXHIBIT 5
THERMO ELECTRON CORPORATION
81 Wyman Street
Waltham, MA 02254-9046
(617) 622-1000
February 28, 1996
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3
Relating to 5,310,847 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 5,310,847 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 January 3,
1996 (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 the 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
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Page 2
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
SHH/mlw
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 10, 1995 (except with respect to the
matters discussed in Note 15 as to which the date is July 20,
1995) incorporated by reference in Thermo Electron Corporation's
Form 10-K/A for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement
/s/ Arthur Andersen LLP
Boston, Massachusetts
February 26, 1996
