As filed with the Securities and Exchange Commission on January 10, 1997.
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 401(K) EMPLOYEE STOCK OWNERSHIP 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 Maximum Maximum Amount of
to be to be Offering Aggregate Registration
registered registered Price Per Offering Price Fee
Share
Common Stock,
$1.00 par 250,000 $37 3/4 (1) $9,437,500(1) $2,860 (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.
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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 401(k) Employee
Stock Ownership Plan, as amended, 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 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.
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(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 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 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.
Item 6. 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 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.
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:
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(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. 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 and 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 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 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
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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 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
Number Description Page
5 Opinion of Seth H. Hoogasian, Esq. 8
23(a) Consent of Arthur Andersen LLP 10
23(b) Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as
Exhibit 5).
24 Power of Attorney (see signature pages
to this Registration Statement).
AA963540054
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-8 Relating to 250,000
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
250,000 shares of the Company's Common Stock, $1.00 par value per
share (the "Shares").
I or a member of my legal 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
legal 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 issuance and sale of the Shares as contemplated in
the Registration Statement have been duly authorized by the
Company.
2. The Shares, when issued and sold in accordance with the
provisions of the Coleman Research Corporation 401(k)-Employee
Stock Option Plan will be validly issued, fully paid and
nonassessable.
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I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Seth H. Hoogasian
General Counsel
SHH/cfb
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
