As filed with the Securities and Exchange Commission on January 10, 1997
Registration No. 333-
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 04-2209186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 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
General Counsel
Thermo Electron Corporation
81 Wyman Street
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.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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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, please check the following box. [ x ]
__________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
registered registered Share Offering Price Fee
Common Stock,
$1.00 par 11,354 $37 3/4 (1) $428,614 (1) $130 (1)
value per shares
share
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based on the average of the
high and low sales prices of the Common Stock on the New York Stock
Exchange on January 9, 1997.
-------------------------
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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PROSPECTUS
11,354 Shares
THERMO ELECTRON CORPORATION
Common Stock
This Prospectus relates to 11,354 shares (the "Shares") of Common Stock,
par value $1.00 per share (the "Common Stock"), of Thermo Electron
Corporation (the "Company"). The Shares may be offered by a certain
shareholder of the Company (the "Selling Shareholder") 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. The Selling Shareholder may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholder 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 Selling Shareholder and any
broker-dealer who acts in connection with the sales 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 commissions 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. The
Shares were originally acquired by the Selling Shareholder from the Company
in connection with the acquisition by Coleman Research Corporation, a wholly
owned subsidiary of the Company, of the outstanding capital stock of Aegis
Engineering, Inc. from the Selling Shareholder on May 1, 1996. See "Selling
Shareholder."
_____________
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.
_____________
None of the proceeds from the sale of the Shares by the Selling
Shareholder 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 advisers to the Selling Shareholder) in
connection with the registration and sale of the Shares being registered
hereby. The Company has agreed to indemnify the Selling Shareholder against
certain liabilities, including liabilities under the Securities Act as
underwriters or otherwise.
__________, 1997
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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 person in any jurisdiction in
which such offer or solicitation may not be lawfully made.
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"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices
of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the
Company. The address of such site is htt://www.sec.gov. The Common Stock of
the Company is listed on the New York Stock Exchange, and the reports, proxy
statements and other information filed by the Company with the Commission can
be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act, omits
certain of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Shares 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 (unless such exhibits are specifically incorporated by reference
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therein). 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).
THE COMPANY
The Company develops, manufactures and markets environmental monitoring
and analysis instruments, biomedical products including heart-assist systems,
mammography systems and respiratory care products, paper-recycling and
papermaking equipment, alternative-energy systems, industrial process
equipment, and other specialized products. The Company also provides
environmental and metallurgical services and conducts advanced technology
research and development. The Company performs 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 has developed leading market positions in many lines of
business, including environmental monitoring and analysis instruments,
mammography systems, biomass power plants, and paper-recycling equipment and
papermaking accessories. The Company is currently seeking to establish
leading market positions in the fields of left ventriclar-assist devices,
explosives-detection systems, thermal soil-remediation services and dedicated
natural gas engines. The Company is developing new products in its Advanced
Technologies segment, as well as other segments.
A key element in the Company's growth has been its ability to
commercialize innovative products and services emanating from research and
development activities conducted at the Company's various subsidiaries and
divisions. The Company's strategy has been to identify business
opportunities arising from social, economic and regulatory issues and to seek
a leading market share through the application of proprietary technology. As
part of this strategy, the Company continues to focus on the acquisition of
complementary businesses that can be integrated into existing core businesses
to leverage the Company's access to new markets.
The Company believes that maintaining an entrepreneurial atmosphere is
essential to continuing its growth and development. In order to preserve
this environment, the Company adopted the strategy of having certain
subsidiaries sell a minority interest to outside investors. The Company
believes that this strategy provides additional motivation and incentives for
the management of the subsidiaries through the establishment of
subsidiary-level stock options, as well as capital to support the
subsidiaries' growth. The Company's wholly owned and majority-owned
subsidiaries are provided with centralized strategic planning, corporate
development, administrative, financial and other services that would not be
available to many independent companies of similar size. As of December 31,
1996, the Company had 21 subsidiaries that have sold minority equity
interests, 18 of which are publicly traded.
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).
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SELLING SHAREHOLDER
The following table sets forth the name of the Selling Shareholder, the
number of shares of Common Stock owned by the Selling Shareholder, the number
of Shares that may be offered by the Selling Shareholder pursuant to this
Prospectus, and the number of Shares the Selling Shareholder will own after
completion of the offering, assuming all of the Shares being offered hereby
are sold.
Shares of Shares
Common Stock Owned
Owned Prior Shares After
to the Being Completion
Selling Shareholder Offering Offered of the
------------------- -------- ------- Offering
--------
Michael G. Stelling 11,354 11,354 0
The Shares are being registered to permit public secondary trading of
the Shares from time to time by the Selling Shareholder. Of the 11,354
Shares being registered, 8,515 Shares are presently held in escrow and are
subject to forfeiture to the Company under certain circumstances.
Accordingly, such escrowed Shares may not be sold or otherwise transferred by
the Selling Shareholder until such time as such forfeiture obligations lapse.
Such obligations lapse as to 2,839 Shares on April 5, 1997; 2,838 Shares on
April 5, 1998 and the remaining 2,838 Shares on April 5, 1999.
The Shares were originally acquired by the Selling Shareholder from the
Company in connection with the acquisition by Coleman Research Corporation, a
wholly owned subsidiary of the Company, of the outstanding capital stock of
Aegis Engineering, Inc. from the Selling Shareholder on May 1, 1996. In
connection with such acquisition, the Company agreed, among other things, to
bear all expenses (other than underwriting discounts, selling commissions,
and fees and expenses of counsel and other advisors to the Selling
Shareholder) in connection with the registration and sale of the Shares being
offered by the Selling Shareholder. See "Sale of Shares." The Company
intends to prepare and file such amendments and supplements to the
Registration Statement of which this Prospectus forms a part as may be
necessary to keep the Registration Statement effective until all the Shares
registered thereunder have been sold pursuant thereto or until, by reason of
Rule 144(k) of the Commission under the Securities Act or any other rule of
similar effect, the Shares are no longer required to be registered for the
sale thereof by the Selling Shareholder.
SALE OF SHARES
The Company has been advised that the Selling Shareholder may sell
Shares 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 which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling Shareholder may
effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
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concessions or commissions from the Selling Shareholder 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 Selling Shareholder and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act, and any commissions 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. The Company
has agreed to indemnify the Selling Shareholder against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 30, 1995, as amended.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1996, as amended.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1996, as amended.
(d) The Company's Current Report on Form 8-K filed with the Commission
on January 9, 1996 with respect to the issuance of its 4 1/4%
Convertible Subordinated Debentures due 2003.
(e) The Company's Current Report on Form 8-K filed with the Commission
on January 26, 1996 with respect to the adoption of a Shareholder
Rights Plan on January 19, 1996.
(f) The Company's Current Report on Form 8-K filed with the Commission
on April 19, 1996 with respect to its guarantees of obligations
under Thermo TerraTech Inc.'s 4 5/8% Convertible Subordinated
Debentures due 2003.
(g) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1996.
(h) The Company's Current Report on Form 8-K filed with the Commission
on November 5, 1996 with respect to its guarantees of obligations
under Thermo Instrument Systems Inc.'s 4 1/2% Senior Convertible
Debentures due 2003.
(i) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A, filed under the
Exchange Act, as amended.
All reports or proxy statements filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference in this Prospectus and to be
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a part hereof from the respective dates of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein modifies,
supersedes or replaces that statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian 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 the Company's
subsidiaries, the fair market value of which exceeds $50,000.
EXPERTS
The financial statements of the Company incorporated in this Prospectus
and the financial statement schedules incorporated in the Registration
Statement by reference to the Company's Annual Report on Form 10-K for the
year ended December 30, 1995, as amended, have been audited by Arthur
Andersen LLP, independent public accountants, to the extent and for the
periods as indicated in their reports with respect thereto, and are
incorporated herein and therein in reliance upon the authority of said firm
as experts in giving said reports. Reference is made to said report with
respect to the Company's financial statements, which includes an explanatory
fourth paragraph with respect to the change in the method of accounting for
investments in debt and marketable securities in 1994 as discussed in Note 2
to the financial statements.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the issuance and
distribution of the securities being registered are as follows. All amounts
are estimated except the Securities and Exchange Commission registration fee.
Amount
------
Registration fee - Securities and Exchange Commission ...$ 130
Legal fees and expenses ................................. 500
Accounting fees and expenses ............................ 1,000
Miscellaneous ........................................... 500
Total ..............................................$ 2,130
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Amended and
Restated 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.
The Company maintains officers' and directors' insurance covering
certain liabilities that may be incurred by officers and directors in the
performance of their duties.
Item 16. Exhibits and Financial Statement Schedules.
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;
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(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the 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
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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-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 this 9th day of January, 1997.
THERMO ELECTRON CORPORATION
By: /s/ George N. Hatsopoulos
George N. Hatsopoulos,
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
____
Chief Executive Officer,
Chairman of the Board and
/s/ George N. Hatsopoulos Director January 9, 1997
George N. Hatsopoulos
President
/s/ John N. Hatsopoulos and Chief Financial Officer January 9, 1997
John N. Hatsopoulos
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Signature Title
--------- -----
Date
____
Vice President, Finance
/s/ Paul F. Kelleher (Chief Accounting Officer) January 9, 1997
Paul F. Kelleher
/s/ John M. Albertine Director January 9, 1997
John M. Albertine
/s/ Peter O. Crisp Director January 9, 1997
Peter O. Crisp
/s/ Elias P. Gyftopoulos Director January 9, 1997
Elias P. Gyftopoulos
Director January , 1997
Frank Jungers
/s/ Robert A. McCabe Director January 9, 1997
Robert A. McCabe
/s/ Frank E. Morris Director January 9, 1997
Frank E. Morris
/s/ Donald E. Noble Director January 9, 1997
Donald E. Noble
/s/ Hutham S. Olayan Director January 9, 1997
Hutham S. Olayan
/s/ Roger D. Wellington Director January 9, 1997
Roger D. Wellington
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5 Opinion of Seth H. Hoogasian, Esq. 13
23(a) Consent of Arthur Andersen LLP 15
(b) Consent of Seth H. Hoogasian, Esq.
(contained in Exhibit 5)
24 Power of Attorney (See Signature Page)
AA970080052
EXHIBIT 5
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
January 9, 1997
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
Re: Registration Statement on Form S-3 Relating to 11,354
Shares of the Common Stock, $1.00 par value, of Thermo
Electron Corporation
Dear Sirs:
I am General Counsel to Thermo Remediation Inc., 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-3 (the "Registration Statement"), of
11,354 shares of the Company's Common Stock, $1.00 par value per
share (the "Shares"), which may from time to time be sold by a
certain shareholder of the Company.
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 investigations of law and have
discussed with the Company's representatives questions of fact
that I or a member of my staff have 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 are
validly issued, fully paid and non-assessable.
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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 Matters" in
the prospectus constituting a part thereof.
Sincerely,
Seth H. Hoogasian
General Counsel
SHH/cb
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Thermo Electron Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 15, 1996 (except with respect to the
matters discussed in Note 16 as to which the date is June 28,
1996) included in Thermo Electron Corporation's Annual Report, as
amended, on Form 10-K/A for the year ended December 30, 1995 and
to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 9, 1997
