UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Thermo Cardiosystems Inc.
----------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------
(Title of Class of Securities)
88355K-10-1
------------------
(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254-9046
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 1997
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC; OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
3,401,308
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,401,308
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,401,308
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.4%
14 TYPE OF REPORTING PERSON *
CO
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermedics Inc.
IRS No. 04-2788806
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
7 SOLE VOTING POWER
NUMBER OF
19,757,612
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 19,757,612
10 SHARED DISPOSITIVE POWER
REPORTING
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,757,612
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
54.1%
14 TYPE OF REPORTING PERSON *
CO
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Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this Amendment No. 4 to Schedule 13D amends and restates the entire text of
the Schedule 13D, as previously amended, previously filed by Thermo
Electron Corporation and Thermedics Inc. relating to shares of Common
Stock, par value $0.10 per share, of Thermo Cardiosystems Inc.
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.10 per share, of Thermo Cardiosystems Inc. (the "Issuer").
The Issuer's principal executive offices are located at 470 Wildwood
Street, Woburn, Massachusetts 01888.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron") and its subsidiary Thermedics Inc. ("Thermedics" and, together
with Thermo Electron, the "Reporting Persons"). The Reporting Persons are
filing this Amendment pursuant to Rule 13d-2 to reflect an increase in the
Reporting Persons' holdings of the Issuer's Shares since the Reporting
Persons' last filing on Schedule 13D, in February 1996, of more than one
percent.
The principal business address and principal office address of Thermo
Electron, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02254 and the principal business address and principal office
address of Thermedics, a Massachusetts corporation, is 470 Wildwood Street,
Woburn, Massachusetts 01888.
Thermo Electron develops, manufactures and markets environmental,
analytical and process control instruments, cogeneration and
alternative-energy power plants, low-emission combustion systems, paper and
waste-recycling equipment, and biomedical products. Thermo Electron also
provides a range of services including environmental remediation and
consulting, laboratory analysis, and metals fabrication and processing, as
well as research and product development in unconventional imaging,
adaptive optics, and direct energy conversion.
Thermedics develops, manufactures, and markets product quality
assurance systems, precision weighing and inspection equipment,
electrochemistry and microweighing products, electronic test instruments,
explosives-detection devices, and moisture-analysis systems, as well as
implantable heart-assist devices and other biomedical products.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Persons his or her
(a) name; (b) residence or business address; (c) present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted; and (d) citizenship. To the knowledge of the Reporting Persons,
there is no person who may be deemed to be a controlling person of the
Reporting Persons (except that Thermo Electron may be deemed to control
Thermedics by virtue of its majority ownership).
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During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons have been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order (i) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or (ii) finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have expended a total of $1,218,600 in
purchasing Shares of the Issuer since the date of their last filing on
Schedule 13D, in February 1996. These funds were paid out of the Reporting
Persons' working capital.
In addition, on May 2, 1997, Thermo Electron sold one of its
wholly-owned subsidiaries, International Technidyne Corporation, to the
Issuer in exchange for the right to receive 3,355,705 Shares of the
Issuer's Common Stock. Before these Shares will be issued to Thermo
Electron, they are to be listed on the American Stock Exchange, Inc. The
listing is subject to the approval of the Issuer's shareholders.
Item 4. Purpose of Transaction
Thermedics may make additional purchases of Shares or other securities
of the Issuer in such manner and in such amounts as it determines to be
appropriate in order to maintain at least 50% ownership of the Issuer or
for other purposes. The Reporting Persons may also make additional
purchases of Shares or other securities of the Issuer in such manner and in
such amounts as they determine to be appropriate for other purposes. In
determining whether to do so for other purposes, they will consider various
relevant factors, including their evaluation of the Issuer's business,
prospects and financial condition, amounts and prices of available
securities of the Issuer, the market for the Issuer's securities, other
opportunities available to the Reporting Persons and general market and
economic conditions. Purchases may be made either on the open market or
directly from the Issuer.
Except as set forth in this Item 4 and in Item 6, neither of the
Reporting Persons nor, to the Reporting Persons' knowledge, any of the
executive officers or directors of the Reporting Persons has any current
plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D, although
the Reporting Persons and such other persons do not rule out the
possibility of effecting or seeking to effect any such actions in the
future.
Item 5. Interest in Securities of the Issuer.
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(a) The Shares beneficially owned by the Reporting Persons include
19,757,612 Shares, or approximately 54.1% of the outstanding Shares, owned
by Thermedics, and 3,401,308 Shares, or approximately 8.4% of the
outstanding Shares, owned by Thermo Electron. To the knowledge of the
Reporting Persons, the executive officers and directors of the Reporting
Persons beneficially own an aggregate of 467,874 Shares or approximately
1.3% of the outstanding Shares. To the knowledge of the Reporting Persons,
the Shares beneficially owned by all executive officers and directors of
the Reporting Persons include 328,280 Shares that such persons have the
right to acquire within 60 days through the exercise of stock options.
Ownership information for each executive officer and director of the
Reporting Persons who owns Shares is set forth below.
Name Number of Shares(1)
---- -------------------
John M. Albertine 8,250
Peter O. Crisp 24,750
Paul F. Ferrari 13,500
David H. Fine 2,630
Elias P. Gyftopoulos 14,500
George N. Hatsopoulos 11,599
John N. Hatsopoulos 432
Robert C. Howard 18,750
Frank Jungers 11,250
John T. Keiser 15,750
Paul F. Kelleher 1,989
Jeffrey J. Langan 50
Robert A. McCabe 11,250
Frank E. Morris 11,250
Donald E. Noble 11,250
Hutham S. Olayan 11,250
Peter G. Pantazelos 2,811
Victor L. Poirier 168,007
Arvin H. Smith 30,000
Roger D. Wellington 11,250
John W. Wood, Jr. 40,332
Nicholas T. Zervas 47,024
All directors and 467,874
current executive
officers as a group (23
persons)
---------------
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(1) Shares reported as beneficially owned by Mr. Crisp, Mr. Ferrari, Dr.
Fine, Dr. Gyftopoulos, Mr. Jungers, Mr. Keiser, Mr. McCabe, Dr. Morris, Mr.
Noble, Ms. Olayan, Mr. Poirier, Mr. Smith, Mr. Wellington, Mr. Wood, Dr.
Zervas and all directors and current executive officers as a group include
24,750, 2,250, 1,530, 14,500, 11,250, 15,750, 11,250, 11,250, 11,250,
11,250, 125,850, 30,000, 11,250, 33,450, 12,700 and 328,280 Shares,
respectively, that such person or member of the group has the right to
acquire within 60 days.
While certain directors and executive officers of the Reporting Persons are
also directors or executive officers of the Issuer, all such persons
disclaim beneficial ownership of the Shares owned by the Reporting Persons.
(b) The Reporting Persons and the executive officers and directors of
the Reporting Persons have the sole power to vote and dispose of the Shares
each such person owns, except that (i) 11,250 of the Shares that are
beneficially owned by Mr. Paul F. Ferrari are held in a trust of which he
is the trustee; (ii) 1,122 of the Shares that are beneficially owned by Mr.
John W. Wood, Jr. are held by Mr. Wood as custodian for two children, (iii)
19,000 of the Shares that are beneficially owned by Dr. Nicholas T. Zervas
are held by Dr. Zervas' spouse; and (iv) 6,874 of the Shares that are
beneficially owned by Dr. Zervas are allocated to Dr. Zervas' account
maintained pursuant to the Issuer's deferred compensation plan for
directors. Thermo Electron owns more than 50% of the outstanding common
stock of Thermedics and, therefore, may be deemed to have the power to vote
and dispose of the Shares owned by Thermedics. However, Thermo Electron
disclaims the existence of a group between itself and Thermedics for
purposes of this Schedule 13D.
(c) During the past 60 days, the Reporting Persons effected no
transactions with respect to the Shares. To the knowledge of the Reporting
Persons, no executive officer or director of the Reporting Persons has
effected any transactions in the Shares in the past 60 days
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Of the 19,757,612 Shares beneficially owned by Thermedics, 9,000
Shares are subject to options to acquire such Shares granted by Thermedics
pursuant to its director and employee stock option plans. Of the 3,401,308
Shares beneficially owned by Thermo Electron, (i) 3,355,705 Shares are
issuable in connection with the sale by Thermo Electron to the Issuer of
International Technidyne Corporation, as described in Item 3, and (ii)
159,290 Shares are subject to options to acquire such Shares granted by
Thermo Electron pursuant to its director and employee stock option plans.
The executive officers and directors of the Reporting Persons have the
right, pursuant to such options, to acquire 117,750 Shares. In addition,
the following executive officers and directors of the Reporting Persons
have the right to acquire Shares from the Issuer pursuant to the Issuer's
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director and employee stock option plans: Mr. Peter O. Crisp has the right
to acquire 22,500 Shares within 60 days; Dr. Elias P. Gyftopoulos has the
right to acquire 3,250 Shares within 60 days, Mr. David H. Fine has the
right to acquire 1,530 Shares within 60 days, Mr. Victor L. Poirier has the
right to acquire 125,850 Shares within 60 days, Mr. John W. Wood, Jr. has
the right to acquire 33,450 Shares within 60 days; Mr. John T. Keiser has
the right to acquire 11,250 Shares within 60 days; and Dr. Nicholas T.
Zervas has the right to acquire 12,700 Shares within 60 days.
During 1996, the Human Resources Committee of the Board of Directors
of the Issuer (the "Committee") established a stock holding policy for
executive officers of the Issuer. The stock holding policy specifies an
appropriate level of ownership of the Issuer's Common Stock as a multiple
of the officer's compensation. For the chief executive officer, Victor L.
Poirier, the multiple is one times his base salary and reference bonus for
the calendar year. For all other officers, the multiple is one times the
officer's base salary.
In order to assist officers in complying with the policy, the
Committee also adopted a stock holding assistance plan under which the
Issuer is authorized to make interest-free loans to officers to enable them
to purchase shares of the Common Stock in the open market. The loans are
required to be repaid upon the earlier of demand or the fifth anniversary
of the date of the loan, unless otherwise authorized by the Committee.
The Committee also adopted a policy requiring its executive officers
to hold shares of the Issuer's Common Stock acquired upon the exercise of
stock options granted by the Issuer. Under this policy, executive officers
are required to hold one-half of their net option exercises over a period
of five years. The net option exercise is determined by calculating the
number of shares acquired upon exercise of a stock option, after deducting
the number of shares that could have been traded to exercise the option and
the number of shares that could have been surrendered to satisfy tax
withholding obligations attributable to the exercise of the options.
During 1996, the Committee also established a stock holding policy for
directors, including persons who are also directors or executive officers
of the Reporting Persons (Elias P. Gyftopoulos, Victor L. Poirier, John W.
Wood, Jr., and Nicholas T. Zervas). The stock holding policy requires each
director to hold a minimum of 1,000 shares of Common Stock.
In addition, the Committee adopted a policy requiring directors to
hold shares of the Issuer's Common Stock equal to one-half of their net
option exercises over a period of five years. The net option exercise is
determined by calculating the number of shares acquired upon exercise of a
stock option, after deducting the number of shares that could have been
traded to exercise the option and the number of shares that could have been
surrendered to satisfy tax withholding obligations attributable to the
exercise of the option.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
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(i) Incentive Stock Option Plan of the Issuer (filed as Exhibit
10(f) to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-25144] and incorporated herein by reference).
(ii) Nonqualified Stock Option Plan of the Issuer (filed as
Exhibit 10(g) to the Issuer's Registration Statement on Form S-1 [Reg. No.
33-25144] and incorporated herein by reference).
(iii) Equity Incentive Plan of the Issuer (filed as Attachment A
to the Proxy Statement dated May 5, 1994, of the Issuer [File No. 1-10114]
and incorporated herein by reference).
(iv) Directors' Stock Option Plan of the Issuer (filed as Exhibit
10.20 to the Issuer's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 [File No. 1-10114] and incorporated herein by reference).
(v) Deferred Compensation Plan for Directors of the Issuer
(filed as Exhibit 10(h) to the Issuer's Registration Statement on Form S-1
[Reg. No. 33-25144] and incorporated herein by reference).
(vi) Directors Stock Option Plan of Thermedics (filed as Exhibit
10.20 to Thermedics' Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 [File No. 1-9567] and incorporated herein by reference).
(vii) Thermedics Inc.-Thermo Cardiosystems Inc. Nonqualified Stock
Option Plan (filed as Exhibit 4(b) to the Issuer's Registration Statement
on Form S-8 [Reg. No. 33-45282] and incorporated herein by reference).
(viii) Amended and Restated Directors' Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to the Thermo Electron's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(ix) Thermo Electron Corporation-Thermo Cardiosystems Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.11 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended December 29, 1990
[File No. 1-8002] and incorporated herein by reference).
(x) Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.23 to the Annual Report on Form 10-K
of the Issuer for the fiscal year ended December 28, 1996 [File No.
1-10114] and incorporated herein by reference).
(xi) Agreement and Plan of Reorganization, dated as of May 2,
1997, by and among the Issuer, ITC Acquisition Inc., Thermo Electron, ITC
Holdings Inc. and International Technidyne Corporation (filed as Exhibit
2.1 to the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 29, 1997 [File No. 1-10114] and incorporated herein by
reference).
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Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the Reporting Persons certify that the information set forth in
this statement is true, complete and correct.
Date: June 16, 1997 THERMO ELECTRON CORPORATION
By: /s/Sandra L. Lambert
-------------------------
Sandra L. Lambert
Clerk
Date: June 16, 1997 THERMEDICS INC.
By: /s/Sandra L. Lambert
--------------------------
Sandra L. Lambert
Clerk
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APPENDIX A
----------
The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron") and/or its subsidiary
Thermedics Inc. ("Thermedics"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of Thermo Electron is Thermo
Electron Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046
and the business address of each executive officer of Thermedics is
Thermedics Inc., 470 Wildwood Street, Woburn, Massachusetts 01888.
John M. Albertine: Director, Thermo Electron
------------------
Dr. Albertine is Chairman of the Board and Chief Executive Officer of
Albertine Enterprises, Inc., an economic and public policy consulting firm.
His business address is Albertine Enterprises, Inc., 1156 15th Street N.W.,
Suite 505, Washington, DC 20005.
Peter O. Crisp: Director, Thermo Electron
---------------
Director, Thermedics
Mr. Crisp is a General Partner of Venrock Associates, a venture
capital investment firm. His business address is 30 Rockefeller Plaza, New
York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
---------------------
Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute
of Technology. His business address is Massachusetts Institute of
Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts
02139.
Frank Jungers: Director, Thermo Electron
-------------
Mr. Jungers is a consultant on business and energy matters. His
business address is 822 N.W. Murray, Suite 242, Portland, Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
-----------------
Mr. McCabe is President of Pilot Capital Corporation, a firm
specializing in private investments and acquisition services. His business
address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New
York, New York 10022.
Frank E. Morris: Director, Thermo Electron
----------------
Dr. Morris served as President of the Federal Reserve Bank of Boston
from 1968 until he retired in 1988. Dr. Morris also served as the Peter
Drucker Professor of Management at Boston College from 1989 to 1994. His
residential address is P.O. Box 825, 24 Sugarhouse Road, New London, New
Hampshire 03257.
Donald E. Noble: Director, Thermo Electron
----------------
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For more than 20 years, from 1959 to 1980, Mr. Noble served as the
Chief Executive Officer of Rubbermaid, Incorporated, first with the title
of President and then as Chairman of the Board. His business address is
Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Hutham S. Olayan: Director, Thermo Electron
-----------------
Ms. Olayan is the President and a director of Olayan America
Corporation and President of Competrol Real Estate Limited, firms engaged
in advisory services and private real estate investments. Her business
address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms.
Olayan is a citizen of Saudi Arabia.
Roger D. Wellington: Director, Thermo Electron
--------------------
Mr. Wellington is a business consultant. His address is P.O. Box
8186, Longboat Key, Florida 34228.
Paul F. Ferrari: Director, Thermedics
----------------
Mr. Ferrari has been a consultant to Thermo Electron since January
1991. Mr. Ferrari was a Vice President of Thermo Electron from 1988 until
his retirement at the end of 1990, its Secretary from 1981 to 1990 and its
Treasurer from 1967 to 1988. His address is 8145 S.E. Woodlake Lane, Hobe
Sound, Florida 33455.
Nicholas T. Zervas: Director, Thermedics
-------------------
Dr. Zervas has been Chief of Neurosurgery at Massachusetts General
Hospital since 1977. His business address is Massachusetts General
Hospital, Neurosurgery Department, Boston, Massachusetts 02114.
Robert C. Howard: Director, Thermedics
-----------------
Mr. Howard has been a director of Thermedics since 1983. Mr. Howard
was an Executive Vice President of Thermo Electron from 1986 until his
retirement in January 1997. His business address is Thermo Electron
Corporation, 81 Wyman Street, Waltham, Massachusetts 02254-9046. Mr.
Howard currently serves as a consultant to Thermo Electron.
George N. Hatsopoulos: Director, Chairman of the
----------------------
Board and Chief
Executive Officer,
Thermo Electron
Director, Thermedics
John N. Hatsopoulos: President and Chief Financial
--------------------
Officer, Thermo Electron
Director, Chairman of the
Board, Vice President and
Chief Financial Officer,
Thermedics
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Peter G. Pantazelos: Executive Vice President,
--------------------
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
---------------
Thermo Electron
Director, Thermedics
William A. Rainville: Senior Vice President,
---------------------
Thermo Electron
John W. Wood, Jr.: Senior Vice President,
------------------
Thermo Electron
Director, President and Chief
Executive Officer, Thermedics
Paul F. Kelleher: Senior Vice President, Finance
-----------------
& Administration and Chief
Accounting Officer,
Thermo Electron
Chief Accounting Officer,
Thermedics
John T. Keiser: Senior Vice President,
---------------
Thermedics
Victor L. Poirier: Senior Vice President,
------------------
Thermedics
David H. Fine: Vice President, Thermedics
--------------
Daniel L. Brown: Vice President, Thermedics
---------------
Jeffrey J. Langan: Vice President, Thermedics
-----------------
AA960390049
