<PAGE> 1
As filed with the Securities and Exchange Commission on January 13, 1997
Form S-4 Registration No. 333-
-----
Form S-4 Registration No. 333-
-----
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
<TABLE>
<CAPTION>
<S> <C>
As to the Units: As to the Guarantees:
FORM S-4 FORM S-4
REGISTRATION STATEMENT REGISTRATION STATEMENT
UNDER UNDER
THE SECURITIES ACT OF 1933 THE SECURITIES ACT OF 1933
-------------------- --------------------
THERMOLASE CORPORATION THERMO ELECTRON CORPORATION
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
Delaware Delaware
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
-------------------- --------------------
7299 3829
(Primary Standard Industrial Classification Code Number) (Primary Standard Industrial Classification Code Number)
06-1360302 04-2209186
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
10455 Pacific Center Court 81 Wyman Street
San Diego, California 92121-4339 P.O. Box 9046
(619) 578-5885 Waltham, Massachusetts 02254-9046
(Address, including zip code, and telephone number, including (617) 622-1000
area code, of registrant's principal executive offices) (Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
</TABLE>
--------------------
Sandra L. Lambert, Secretary
ThermoLase Corporation and
Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service for both registrants)
--------------------
Copies to:
Seth H. Hoogasian, Esquire David E. Redlick, Esquire
Vice President and General Counsel Hale and Dorr LLP
ThermoLase Corporation 60 State Street
and Thermo Electron Corporation Boston, Massachusetts 02109
81 Wyman Street (617) 526-6000
Waltham, Massachusetts 02254-9046
(617) 622-1000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Offer described herein.
If the securities being registered on the Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of each Class of Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Securities to be Registered Registered Offering Price Offering Price(1) Registration Fee(1)
Per Unit (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units........................................ 2,000,000 $18.8125 $37,625,000 $11,402
- ------------------------------------------------------------------------------------------------------------------------------------
Thermo Electron Corporation Guarantees....... -- -- -- None(2)
====================================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(f), based on an average of the high and
low prices reported on AMEX as of January 6, 1997, plus $3.00 per
share.
(2) The Units are comprised of the Common Stock and the Redemption Rights.
No separate consideration will be received for the Common Stock, the
Redemption Rights or the Guarantees.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANTS 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.
<PAGE> 2
THERMOLASE CORPORATION
OFFER TO EXCHANGE
ONE UNIT, CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE REDEMPTION RIGHT
FOR EACH
ONE OUTSTANDING SHARE OF COMMON STOCK, UP TO A MAXIMUM OF 2,000,000 SHARES,
PLUS
$3.00, PAYABLE IN CASH OR SHARES OF COMMON STOCK
---------------
REDEMPTION PAYMENTS GUARANTEED ON A SUBORDINATED BASIS BY THERMO ELECTRON
CORPORATION
---------------
-------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION
PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON , 1997, UNLESS THE OFFER IS EXTENDED.
------------ ---
-------------------------------------------------------------
---------------
ThermoLase Corporation, a Delaware corporation ("ThermoLase", or the
"Company"), hereby offers, upon the terms and subject to the conditions set
forth in this Offer to Exchange and the accompanying letter of transmittal (the
"Letter of Transmittal", and together with this Offer to Exchange, the "Offer"),
to exchange one unit (a "Unit") consisting of one share of common stock, $.01
par value per share, of the Company (the "Common Stock") and one redemption
right (each, a "Redemption Right") for each share of Common Stock (each, an
"Exchange Share") plus an additional payment of $3.00 (the "Additional
Payment"), payable either (i) in cash (the "Additional Cash Payment") or (ii) in
additional shares of Common Stock (the "Additional Share Payment") (or a
combination thereof), validly tendered and accepted for exchange in the Offer.
Shares of Common Stock tendered in satisfaction of the Additional Share
Payment will be valued at $20.25 per share. No more than 2,000,000 Exchange
Shares will be accepted for exchange. Shares of Common Stock not accepted for
exchange, because of prorations or otherwise, will be returned. The Offer is
subject to certain conditions, including there being validly tendered and not
withdrawn prior to the expiration of the Offer at least 500,000 Exchange Shares
and the related Additional Payments (the "Minimum Condition"), and the listing
of the Units on the American Stock Exchange ("AMEX"), subject to official notice
of issuance.
The Board of Directors is not making any recommendations to its
shareholders as to whether they should exchange or refrain from exchanging any
or all of their shares of Common Stock. Each shareholder must make his or her
own decision as to whether to exchange any shares of Common Stock owned. HOLDERS
OF COMMON STOCK ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING
A DECISION ON
(Cover continued on next page)
<PAGE> 3
WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Each Redemption Right will entitle the holder thereof to sell the
related share of Common Stock to the Company for $20.25 during the first 20
business days after the fourth anniversary of the Expiration Date (as defined
herein). The Redemption Right will not detach or trade separately from the
related share of Common Stock (but instead will trade together with the related
share of Common Stock as a Unit) and will expire and become worthless if the
closing price of the Company's Common Stock is at least $26.00 for 20 of any 30
consecutive trading days after the Expiration Date. In the event of the
expiration of the Redemption Right, the Unit will automatically become, and will
trade as, one share of Common Stock. The Company's obligations under the
Redemption Rights will be guaranteed on a subordinated basis by Thermo Electron
Corporation, the Company's ultimate parent corporation ("Thermo Electron"). For
a description of the other terms of the Offer, see "The Offer to Exchange."
Prior to this Offer, there has been no public market for the Units. The
Company has applied for the listing of the Units on AMEX under the symbol
" ."
---------------
SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY SHAREHOLDERS OF THERMOLASE IN EVALUATING
THE OFFER.
---------------
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 OFFER TO EXCHANGE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
IMPORTANT
Any shareholder desiring to tender all or any portion of such
shareholder's shares of Common Stock should either (1) complete and sign the
enclosed Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such shareholder's signature
thereon guaranteed if required by Instruction 1 of the Letter of Transmittal,
mail or deliver the Letter of Transmittal (or such facsimile), the Additional
Cash Payment (in the manner set forth herein) and any other required documents
to the Exchange Agent (as defined herein), and either deliver the certificates
representing the tendered Exchange Shares (and shares constituting the
Additional Share Payment, if applicable) or tender such Exchange Shares (and
shares constituting the Additional Share Payment, if applicable) pursuant to the
procedure for book-entry transfer set forth in this Offer to Exchange, or (2)
request such
ii (Cover continued on next page)
<PAGE> 4
shareholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such shareholder.
Shareholders having Exchange Shares (and shares constituting the
Additional Share Payment, if applicable) registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender Exchange Shares (and shares constituting the Additional Share Payment,
if applicable) so registered.
If a shareholder desires to tender Exchange Shares and the required
Additional Payment pursuant to the Offer but time will not permit the required
deliveries to be made to the Exchange Agent prior to the Expiration Date, or the
procedure for a book-entry transfer cannot be completed on a timely basis, a
tender may be effected in accordance with the guaranteed delivery procedures set
forth herein.
Questions and requests for assistance or for additional copies of this
Offer to Exchange, the Letter of Transmittal and all other exchange offer
materials may be directed to National Westminster Bank Plc -- New York Branch
(the "Information Agent") at its address and telephone number set forth on the
back cover of this Offer to Exchange. Additional copies of this Offer to
Exchange, the Letter of Transmittal and all other tender offer materials may
also be obtained from brokers, dealers, commercial banks or trust companies.
---------------------------------
The Information Agent for the Offer is:
NATIONAL WESTMINSTER BANK PLC -- NEW YORK BRANCH
The date of this Offer to Exchange is , 1997.
-------
iii
<PAGE> 5
AVAILABLE INFORMATION
ThermoLase and Thermo Electron are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
reports, proxy statements and other information filed by ThermoLase and Thermo
Electron with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, 13th floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, Washington, D.C. 20549. In addition, ThermoLase and Thermo
Electron are each required to file electronic versions of such material with the
Commission through the Commission's Electronic Data Gathering, Analysis and
Retrieval (EDGAR) system. The Commission maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. ThermoLase's Common Stock is listed on AMEX. Reports, proxy
statements and other information concerning ThermoLase can also be inspected at
the offices of AMEX, 86 Trinity Place, New York, New York 10006. Thermo
Electron's Common Stock is listed on the New York Stock Exchange. Reports, proxy
statements and other information concerning Thermo Electron can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
ADDITIONAL INFORMATION
ThermoLase and Thermo Electron have each filed with the Commission a
Registration Statement on Form S-4 (the "Registration Statements") under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
Units to be issued by ThermoLase pursuant to the Offer and the guarantees (the
"Guarantees") by Thermo Electron of ThermoLase's obligations under the
Redemption Rights. In addition, ThermoLase has filed an Issuer Tender Offer
Statement on Schedule 13E-4 with respect to the Offer (the "Schedule 13E-4").
This Offer to Exchange does not contain all the information set forth in the
Registration Statements or the Schedule 13E-4. For further information with
respect to ThermoLase, Thermo Electron, the Units, the Guarantees and the Offer,
reference is hereby made to the Registration Statements and the Schedule 13E-4
(including the exhibits and schedules thereto). Statements contained in this
Offer to Exchange or in any document incorporated by reference in this Offer to
Exchange as to the contents of any contract or other document referred to herein
or therein are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document (if any) filed as an exhibit to
the applicable Registration Statement or the Schedule 13E-4 or such other
document, each such statement being qualified in all respects by such reference.
iv
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of ThermoLase filed with the Commission are
incorporated by reference in this Offer to Exchange:
1. Annual Report on Form 10-K for the fiscal year ended September
28, 1996; and
2. The description of ThermoLase's capital stock contained in
ThermoLase's Registration Statements on Form 8-A.
The following documents of Thermo Electron filed with the Commission
are incorporated by reference in this Offer to Exchange:
1. Annual Report on Form 10-K, as amended on Form 10-K/A for the
fiscal year ended December 30, 1995;
2. Quarterly Reports on Form 10-Q for the quarters ended March
30, 1996, June 29, 1996 (as amended on Form 10-Q/A) and
September 28, 1996;
3. Current Reports on Form 8-K dated January 3, 1996, January 19,
1996, April 16, 1996 and October 24, 1996; and
4. The description of Thermo Electron's capital stock contained
in Thermo Electron's Registration Statements on Form 8-A.
All documents and reports subsequently filed by ThermoLase or Thermo
Electron pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Offer to Exchange and prior to the Expiration Date (as defined
herein) shall be deemed to be incorporated by reference in this Offer to
Exchange and to be part hereof from the date of filing of such documents or
reports. 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 Offer to Exchange to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Offer to Exchange.
This Offer to Exchange incorporates documents by reference which are
not presented herein or delivered herewith. Such documents (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference) are available to any person, including any beneficial owner, to whom
this Offer to Exchange is delivered, on written or oral request, without charge,
directed to Thermo Electron Corporation, 81 Wyman Street, P.O. Box 9046,
Waltham, Massachusetts 02254-9046 (telephone number (617) 622-1000), Attention:
Secretary. In order to ensure timely delivery of any of such documents, any
request should be made not later than five business days prior to the Expiration
Date.
v
<PAGE> 7
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFER TO EXCHANGE IN
CONNECTION WITH THE OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THERMOLASE, THERMO ELECTRON OR ANY OTHER PERSON. THIS OFFER TO
EXCHANGE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, ANY SECURITIES IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS NOT
LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS OFFER TO EXCHANGE NOR ANY DISTRIBUTION OF SECURITIES MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THERMOLASE OR THERMO ELECTRON SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
"SoftLight" and "Spa Thira" are trademarks or service marks of ThermoLase.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Offer to Exchange and in the documents
incorporated herein constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21B of the Exchange Act. For
this purpose, any statements contained herein or incorporated herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects" and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause the results of the Company and Thermo Electron to differ materially from
those indicated by such forward-looking statements, including among others, the
following: uncertainties in market demand and acceptance and intellectual
property rights, changes in and compliance with government regulation; the
impact of competitive products and pricing; risks associated with management of
growth; the Company's limited operating history; and technology and product
development, as well as commercialization; the failure of an active trading
market to develop for the Units; and the volatility generally in the stock and
other financial markets. In addition, these factors include those set forth in
"Risk Factors" herein and the discussion of risk factors and other uncertainties
contained under the caption "Forward-looking Statements" incorporated by
reference into the Company's fiscal 1996 Annual Report on Form 10-K, and the
risk factors and other uncertainties contained under the caption "Other
Information" in Thermo Electron's Quarterly Report on Form 10-Q for the quarter
ending September 28, 1996, which are incorporated by reference herein.
vi
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION....................................................... iv
ADDITIONAL INFORMATION...................................................... iv
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. v
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.......................... vi
SUMMARY ................................................................... 1
SELECTED HISTORICAL FINANCIAL DATA OF THERMOLASE............................ 10
SELECTED HISTORICAL FINANCIAL DATA OF THERMO ELECTRON....................... 13
RISK FACTORS................................................................ 14
THE OFFER TO EXCHANGE....................................................... 15
MARKET PRICE INFORMATION.................................................... 34
DESCRIPTION OF SECURITIES................................................... 38
TRANSACTIONS IN SECURITIES.................................................. 42
LEGAL MATTERS............................................................... 42
EXPERTS ................................................................... 43
</TABLE>
vii
<PAGE> 9
- --------------------------------------------------------------------------------
SUMMARY
The following is a summary of certain information contained elsewhere
in this Offer to Exchange. Reference is made to, and this summary is qualified
in its entirety by, the more detailed information contained, or incorporated by
reference, in this Offer to Exchange. Unless otherwise defined herein,
capitalized terms used in this summary have the respective meanings ascribed to
them elsewhere in this Offer to Exchange. Shareholders are urged to read this
Offer to Exchange hereto in its entirety.
THERMOLASE CORPORATION ThermoLase has developed a proprietary
system for the removal of unwanted hair
(the "SoftLight system"). In April 1995,
the Company received clearance from the
U.S. Food and Drug Administration to
commercially market services using this
system. The Company is marketing the
SoftLight system in the United States
through its "Spa Thira" salons and
through licensing agreements with
doctors. The Company is marketing the
SoftLight system in foreign countries by
engaging in joint ventures and other
licensing arrangements with companies or
individuals that are experienced in those
locations.
As of December 28, 1996, an aggregate of
40,585,799 shares of the Company's Common
Stock were outstanding, of which,
25,960,996 shares (approximately 64% of
the outstanding shares) were beneficially
owned by ThermoTrex Corporation
("ThermoTrex"). ThermoTrex is a publicly
traded, majority-owned subsidiary of
Thermo Electron.
ThermoLase's principal executive offices
are located at 10455 Pacific Center
Court, San Diego, California 92121-4339.
Its telephone number is (619) 646-5700.
THERMO ELECTRON CORPORATION Thermo Electron develops, manufactures
and markets environmental monitoring and
analysis instruments, biomedical products
including heart-assist systems,
mammography
- --------------------------------------------------------------------------------
<PAGE> 10
- --------------------------------------------------------------------------------
systems and respiratory care products,
paper-recycling and papermaking
equipment, alternative-energy systems,
industrial process equipment, and other
specialized products. Thermo Electron
also provides environmental and
metallurgical services and conducts
advanced technology research and
development. Thermo Electron 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.
Thermo Electron's principal executive
offices are located at 81 Wyman Street,
P.O. Box 9046, Waltham, Massachusetts.
Its telephone number is (617) 622-1000.
RISK FACTORS Shareholders should consider certain risk
factors in evaluating whether to exchange
their shares of Common Stock and
Additional Payments for Units. See "Risk
Factors."
THE OFFER TO EXCHANGE
SECURITIES OFFERED Units consisting of one share of Common
Stock and one Redemption Right. The
Redemption Right entitles the holder
thereof to sell the related share of
Common Stock to the Company for $20.25
during the first 20 business days after
the fourth anniversary of the Expiration
Date. The Redemption Right will not
detach or trade separately from the
related share of Common Stock (but
instead will trade together with the
related share of Common Stock as a Unit)
and will expire and become worthless if
the closing price of the Common Stock is
at least $26.00 for 20 of any 30
consecutive trading days following the
Expiration Date. In the event of the
expiration of the Redemption Right, the
Unit will automatically become, and will
trade as,
2
- --------------------------------------------------------------------------------
<PAGE> 11
- --------------------------------------------------------------------------------
one share of Common Stock. The Company's
obligations under the Redemption Rights
will be guaranteed on a subordinated
basis by Thermo Electron. See "The Offer
to Exchange--Terms of the Offer to
Exchange" and "Description of
Securities."
THE OFFER One Unit is being offered in exchange for
each Exchange Share, plus an Additional
Payment consisting of either the
Additional Cash Payment or the Additional
Share Payment (or a combination thereof),
validly tendered and accepted for
exchange. The shares of Common Stock
tendered in satisfaction of the
Additional Share Payment will be valued
at $20.25 per share. Fractional shares of
Common Stock may not be tendered as
Exchange Shares or in satisfaction of the
Additional Payment; accordingly, a
tendering shareholder who elects to make
the Additional Payment in the form of an
Additional Share Payment may be required
also to make an Additional Cash Payment
to the extent necessary to avoid the
delivery of fractional shares in
satisfaction of the Additional Share
Payment. For example, because the shares
tendered in satisfaction of the
Additional Share Payment will be valued
at $20.25 per share, a tendering
shareholder who desires to tender ten
Exchange Shares may either (i) make an
Additional Cash Payment of $30.00, or
(ii) tender one share in satisfaction of
the Additional Share Payment and make an
Additional Cash Payment of $9.75.
No more than 2,000,000 Exchange Shares
will be accepted for exchange. If more
than 2,000,000 Exchange Shares are
validly tendered for exchange pursuant to
the Offer and not withdrawn prior to the
Expiration Date, acceptances will be cut
back pro rata (with adjustments to avoid
exchange of fractional Exchange Shares or
shares tendered
3
- --------------------------------------------------------------------------------
<PAGE> 12
- --------------------------------------------------------------------------------
in satisfaction of the Additional Share
Payment) based on the total number of
Exchange Shares validly tendered and not
withdrawn prior to the Expiration Date.
ThermoTrex, the Company's principal
shareholder, has notified the Company
that it does not intend to tender any of
its shares of Common Stock pursuant to
the Offer. See "The Offer to
Exchange--Terms of the Offer to
Exchange."
PURPOSE OF THE OFFER The Company does not believe that the
market price of the Common Stock
accurately reflects its intrinsic value.
The purpose of the Offer is to give to
shareholders who are considering selling
their shares the opportunity to reduce
the risk associated with the continued
ownership of the Common Stock.
EXPIRATION DATE; EXTENSION; The Offer will expire at 12:00 midnight,
TERMINATION New York City time, on _____________,
1997, unless extended (as so extended,
the "Expiration Date"). The Company
expressly reserves the right (i) to
extend, amend or modify the terms of the
Offer in any manner; and (ii) if certain
conditions are not satisfied, to withdraw
or terminate the Offer, and not accept
for exchange any shares of Common Stock.
See "The Offer to Exchange-- Expiration
Date; Extension; Termination," and "The
Offer to Exchange--Conditions to the
Consummation of the Offer."
WITHDRAWAL RIGHTS Tenders of Exchange Shares and Additional
Payments pursuant to the Offer may be
withdrawn at any time prior to the
Expiration Date. Thereafter, such tenders
are irrevocable, except that they may be
withdrawn after ________, 1997, unless
theretofore accepted for exchange. See
"The Offer to Exchange--Withdrawal
Rights."
PROCEDURES FOR TENDERING To be tendered properly, (i) certificates
4
- --------------------------------------------------------------------------------
<PAGE> 13
representing the tendered Exchange Shares
and shares constituting the Additional
Share Payment, if applicable, (ii) a
certified or official bank check made
payable to the Company or wire transfer
for the benefit of the Company in the
amount of the Additional Cash Payment, if
applicable, and (iii) a properly
completed and duly executed Letter of
Transmittal (or facsimile thereof) and
any other documents required by the
Letter of Transmittal, must be received
by American Stock Transfer & Trust
Company, the Company's exchange agent for
the Offer (the "Exchange Agent"), at the
address set forth on the back cover page
of this Offer to Exchange prior to 12:00
midnight, New York City time, on the
Expiration Date. Special arrangements are
provided for book-entry transfers of
shares of Common Stock. See "The Offer to
Exchange--Procedure for Tendering
Shares."
Shareholders having Exchange Shares
registered in the name of a broker,
dealer, commercial bank, trust company or
other nominee must contact such broker,
dealer, commercial bank, trust company or
other nominee if they desire to tender
such Exchange Shares (and any such shares
constituting the Additional Share
Payment, if applicable).
If a holder desires to accept the Offer
and time will not permit the required
deliveries to be made to the Exchange
Agent prior to the Expiration Date, or
the procedure for a book-entry transfer
cannot be completed on a timely basis, a
tender may be effected in accordance with
guaranteed delivery procedures. See "The
Offer to Exchange--Guaranteed Delivery
Procedure."
ACCEPTANCE OF TENDERED SHARES AND Upon the terms and subject to the
ADDITIONAL PAYMENTS; PRORATION conditions of the Offer (including
satisfaction of the
5
- --------------------------------------------------------------------------------
<PAGE> 14
- --------------------------------------------------------------------------------
Minimum Condition), the Company will
accept for exchange up to 2,000,000
Exchange Shares and related Additional
Payments validly tendered and not
withdrawn prior to the Expiration Date.
Upon the terms and subject to the
conditions of the Offer, if more than
2,000,000 Exchange Shares and related
Additional Payments have been validly
tendered and not withdrawn prior to the
Expiration Date, the Company will accept
for exchange Exchange Shares and related
Additional Payments validly tendered and
not withdrawn from each tendering holder
pro rata based on the total number of
Exchange Shares validly tendered, subject
to adjustment to avoid the acceptance for
exchange of fractional shares.
DELIVERY OF UNITS Subject to the terms and conditions of
the Offer, the delivery of the Units to
be issued pursuant to the Offer will
occur as promptly as practicable
following the Expiration Date. See "The
Offer to Exchange--Acceptance of Tendered
Shares and Additional Payments;
Proration; Delivery of Units."
If proration of Exchange Shares is
required, the Company does not expect to
be able to announce the final proration
factor or to commence the exchange for
any Exchange Shares pursuant to the Offer
until approximately five business days
after the Expiration Date, due to the
difficulty in determining the number of
Exchange Shares validly tendered
(including shares tendered pursuant to
the guaranteed delivery procedure
described in "The Offer to Exchange--
Guaranteed Delivery Procedure").
Preliminary results of the proration will
be announced by press release as promptly
as practicable after the Expiration Date.
Holders of Common Stock may obtain such
preliminary information from the
Information
6
- --------------------------------------------------------------------------------
<PAGE> 15
- -------------------------------------------------------------------------------
Agent and may also be able to obtain such
information from their brokers.
CERTAIN FEDERAL INCOME TAX The Company believes that the exchange of
CONSEQUENCES the Units for the Exchange Shares and the
Additional Payments should be treated as
a reorganization under Section
368(a)(1)(E) of the Internal Revenue Code
of 1986, as amended (the "Code") and,
therefore, should not result in the
recognition of income by shareholders
making the Additional Payment solely in
cash and should result in the recognition
of income by shareholders who make the
Additional Payment in shares of Common
Stock, in whole or in part, up to the
fair market value of the Guarantee
(estimated by the Company to be $______
per Unit). However, if the Internal
Revenue Service were to successfully
challenge the Company's treatment of the
exchange, shareholders who make the
Additional Payment with shares of Common
Stock could be required to recognize
income up to the fair market value of the
Redemption Right (including the
Guarantee). The Company believes that
shareholders who make the Additional
Payment solely in cash should not be
required to recognize gain even if the
Internal Revenue Service were to
successfully challenge the Company's
treatment of the exchange. Alternatively,
if the Internal Revenue Service were to
treat a Unit as debt, rather than equity,
the exchange would be taxable, whether a
shareholder made the Additional Payment
in cash or in shares of Common Stock. See
"The Offer to Exchange -- Certain Federal
Income Tax Consequences" and "Risk
Factors -- Risk of Uncertain Tax
Treatment."
CONDITIONS TO THE OFFER The Offer is subject to certain
conditions, including there being validly
tendered and not withdrawn prior to the
expiration of the Offer at least 500,000
Exchange Shares and the
7
- --------------------------------------------------------------------------------
<PAGE> 16
- --------------------------------------------------------------------------------
related Additional Payments, and the
listing of the Units on AMEX. There can
be no assurance that such conditions will
be met. See "The Offer to
Exchange--Conditions to the Consummation
of the Offer."
UNTENDERED SHARES Holders of shares of Common Stock who do
not tender their shares of Common Stock
in the Offer or whose shares of Common
Stock are not accepted for exchange will
continue to hold such shares of Common
Stock, which is listed on AMEX, and will
be entitled to all the rights, and will
be subject to all of the limitations,
applicable thereto. See "The Offer to
Exchange--Effect on Non-Tendering
Shareholders."
LISTING OF THE UNITS The Company has applied for the listing
of the Units on the American Stock
Exchange ("AMEX"). In order to be
listed, the Company must meet certain
minimum listing requirements (the "AMEX
Listing Requirements"). Even if the
Units are initially listed, there can
be no assurance that the Units will
meet the requirements for continued
listing on AMEX. See "Risk Factors--No
Assurance as to Liquidity or Trading
Market," and "The Offer to Exchange--
Listing of the Units."
PAYMENT OF FEES AND EXPENSES; Tendering shareholders will not be
TRANSFER TAXES required to pay brokerage commissions or
fees or, except as otherwise provided in
the Instructions of the Letter of
Transmittal, transfer taxes with respect
to the exchange of Exchange Shares and
the Additional Payment pursuant to the
Offer. The Company will pay all transfer
taxes, other than certain applicable
taxes or as set forth in the Letter of
Transmittal, in connection with the
Offer. See "The Offer to
Exchange--Payment of Fees and Expenses;
Transfer Taxes."
8
- --------------------------------------------------------------------------------
<PAGE> 17
SELECTED FINANCIAL INFORMATION - THERMOLASE CORPORATION
The selected financial information presented below as of and for the
fiscal year ended December 31, 1994, the nine months ended September 30, 1995
and the fiscal year ended September 28, 1996 has been derived from ThermoLase's
Consolidated Financial Statements, which have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report incorporated
by reference into this Registration Statement. The selected financial
information as of and for the fiscal years ended January 2, 1993 and January 1,
1994 has been derived from ThermoLase's Consolidated Financial Statements, which
have been audited by Arthur Andersen LLP, but have not been incorporated by
reference into this Registration Statement. This information should be read in
conjunction with the Consolidated Financial Statements and related notes
incorporated by reference into this Registration Statement. The selected
financial information for the fiscal year ended September 30, 1995 has not been
audited but, in the opinion of ThermoLase, includes all adjustments (consisting
only of normal, recurring adjustments) necessary to present fairly such
information in accordance with generally accepted accounting principles applied
on a consistent basis.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ENDED (3) FISCAL YEAR ENDED
------------------------------------- -------- ------------------------
JAN. 2, JAN. 1, DEC. 31, SEPT. 30, SEPT. 30, SEPT. 28,
1993 1994(1) 1994(2) 1995(4) 1995 1996
------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues $ -- $ 625 $ 18,682 $ 17,544 $ 23,348 $ 27,812
------- -------- -------- -------- -------- --------
Costs and Operating Expenses:
Cost of revenues -- 438 10,785 11,424 14,714 20,027
Selling, general and administrative
expenses 25 208 5,744 6,158 8,128 9,761
Research and development expenses 315 536 2,324 3,151 3,774 3,470
------- -------- -------- -------- -------- --------
340 1,182 18,853 20,733 26,616 33,258
------- -------- -------- -------- -------- --------
Operating Loss (340) (557) (171) (3,189) (3,268) (5,446)
Interest and Other Income -- 542 437 789 930 3,597
------- -------- -------- -------- -------- --------
Income (Loss) Before Income Taxes and
Cumulative Effect of Change in
Accounting Principle (340) (15) 266 (2,400) (2,338) (1,849)
</TABLE>
9
<PAGE> 18
SELECTED FINANCIAL INFORMATION - THERMO ELECTRON CORPORATION (CONTINUED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ENDED (3) FISCAL YEAR ENDED
-------------------------------------- -------- ------------------------
JAN. 2, JAN. 1, DEC. 31, SEPT. 30, SEPT. 30, SEPT. 28,
1993 1994(1) 1994(2) 1995(4) 1995 1996
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Income Tax (Provision) Benefit 125 (1) (260) 721 663 463
-------- -------- -------- -------- -------- --------
Income (Loss) Before Cumulative Effect of
Change in Accounting Principle (215) (16) 6 (1,679) (1,675) (1,386)
Cumulative Effect of Change in Accounting
Principle, Net of Tax -- -- 9 -- -- --
-------- -------- -------- -------- -------- --------
Net Income (Loss) $ (215) $ (16) $ 15 $ (1,679) $ (1,675) $ (1,386)
======== ====== ====== ====== ====== ======
Earnings (Loss) per Share Before
Cumulative Effect of Change in
Accounting Principle $ (.01) $ -- $ -- $ (04) $ (.04) $ (.03)
======== ====== ====== ====== ====== ======
Earnings (Loss) per Share $ (.01) $ -- $ -- $ (.04) $ (.04) $ (.03)
======== ====== ====== ====== ====== ======
Weighted Average Shares $ 26,168 31,141 35,767 38,005 37,880 40,353
======== ====== ====== ====== ====== ======
BALANCE SHEET DATA (AT END OF PERIOD):
Working Capital $ -- $ 3,610 $ 16,325 $ 68,691 $ 47,197
Total Assets 71 23,551 33,570 89,463 95,520
Long-term Obligations -- -- -- -- --
Common Stock Subject to Redemption -- 14,511 -- -- --
Shareholders' Investment 71 (189) 28,997 82,218 79,037
</TABLE>
- -----------------------------------
(1) Reflects the net proceeds of ThermoLase's private placement and the
December 1993 acquisition of CBI Laboratories.
(2) Reflects the net proceeds of ThermoLase's initial public offering and
the adoption of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
(3) In September 1995, ThermoLase changed its fiscal year end from the
Saturday nearest December 31 to the Saturday nearest September 30.
Accordingly, ThermoLase's 39-week transition period ended September 30,
1995 is presented.
(4) Reflects the net proceeds of ThermoLase's private placements and public
offering of Common Stock.
10
<PAGE> 19
SELECTED FINANCIAL INFORMATION - THERMO ELECTRON CORPORATION
The selected financial information presented below as of and for the fiscal
years ended January 1, 1994, December 31, 1994 and December 30, 1995 has been
derived from Thermo Electron's Consolidated Financial Statements, which have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report incorporated by reference into this Registration
Statement. The selected financial information as of and for the fiscal years
ended December 28, 1991 and January 2, 1993 has been derived from Thermo
Electron's Consolidated Financial Statements, which have been audited by Arthur
Andersen LLP, but have not been incorporated by reference into this Registration
Statement. This information should be read in conjunction with Thermo Electron's
Consolidated Financial Statements and related notes incorporated by reference
into this Registration Statement. The selected financial information for the
nine-month periods ended September 30, 1995 and September 28, 1996 has not been
audited but, in the opinion of Thermo Electron, includes all adjustments
(consisting only of normal, recurring adjustments) necessary to present fairly
such information in accordance with generally accepted accounting principles
applied on a consistent basis. The results of operations for the nine-month
period ended September 28, 1996 are not necessarily indicative of results for
the entire year.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
---------------------------------------------------------- -----------------------
DEC. 28, JAN. 2, JAN. 1, DEC. 31, DEC. 30, SEPT. 30, SEPT. 28,
1991(1) 1993(2) 1994(3) 1994(4) 1995 1995 1996(5)
-------- -------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues $842,538 $999,228 $1,354,508 $1,729,191 $2,270,291 $1,623,333 $2,138,125
-------- -------- ---------- ---------- ---------- ---------- ----------
Costs and Expenses:
Cost of product and service
revenues 532,904 608,975 755,493 928,645 1,239,762 881,247 1,209,280
Expenses for research and
development and new lines of
business 84,595 106,466 183,965 233,099 272,809 201,855 221,675
Selling, general and administrative
expenses 177,694 213,266 289,282 384,715 510,564 365,162 510,238
Restructuring and other
nonrecurring costs 3,709 -- 6,616 650 21,938 21,938 32,264
-------- -------- ---------- ---------- ---------- ---------- ----------
798,902 928,707 1,235,356 1,547,109 2,045,073 1,470,202 1,973,457
-------- -------- ---------- ---------- ---------- ---------- ----------
Operating Income 43,636 70,521 119,152 182,082 225,218 153,131 164,668
Gain on Issuance of Stock by
Subsidiaries 27,367 30,212 39,863 25,283 80,815 65,632 110,857
Other Income (Expense), Net 10,557 1,842 (27,548) (989) (7,225) (7,772) (6,339)
-------- -------- ---------- ---------- ---------- ---------- -----------
</TABLE>
11
<PAGE> 20
SELECTED FINANCIAL INFORMATION - THERMO ELECTRON CORPORATION (CONTINUED)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
-------------------------------------------------------------- -----------------------
DEC. 28, JAN. 2, JAN. 1, DEC. 31, DEC. 30, SEPT. 30, SEPT. 28,
1991(1) 1993(2) 1994(3) 1994(4) 1995 1995 1996(5)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Before Income Taxes,
Minority Interest and
Change in Accounting
Principle 81,560 102,575 131,467 206,376 298,808 210,991 269,186
Provision for Income Taxes 25,765 27,750 33,513 70,703 98,711 66,155 74,589
Minority Interest Expense 7,269 13,902 21,086 30,962 60,515 43,558 57,413
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income Before Change in
Accounting Principle 48,526 60,923 76,868 104,711 139,582 101,278 137,184
Change in Accounting Principle,
Net of Tax (6) -- 1,438 -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income $ 48,526 $ 59,485 $ 76,868 $ 104,711 $ 139,582 $ 101,278 $ 137,184
========== ========== ========== ========== ========== ========== ==========
Earnings per Share Before
Change in Accounting
Principle:
Primary $ .56 $ .64 $ .74 $ .90 $ 1.10 $ .81 $ .99
========== ========== ========== ========== ========== ========== ==========
Fully diluted $ .53 $ .60 $ .67 $ .80 $ .97 $ .71 $ .89
========== ========== ========== ========== ========== ========== ==========
Earnings per Share:
Primary $ .56 $ .62 $ .74 $ .90 $ 1.10 $ .81 $ .99
========== ========== ========== ========== ========== ========== ==========
Fully diluted $ .53 $ .59 $ .67 $ .80 $ .97 $ .71 $ .89
========== ========== ========== ========== ========== ========== ==========
Weighted Average Shares:
Primary 86,333 95,811 04,203 116,500 126,626 125,058 138,853
========== ========== ========== ========== ========== ========== ==========
Fully diluted 99,551 111,818 130,618 151,229 159,246 159,057 175,660
========== ========== ========== ========== ========== ========== ==========
Balance Sheet Data (at end of period):
Working Capital $ 468,399 $ 508,685 $ 833,839 $1,150,732 $1,317,146 $1,279,435 $2,012,247
Total Assets 1,212,519 1,837,983 2,507,597 3,061,935 3,786,339 3,546,130 4,949,500
Long-term Obligations 255,093 494,152 647,592 1,049,850 1,118,077 1,080,152 1,408,386
Common Stock of Subsidiaries
Subject to Redemption 5,486 5,468 14,511 -- 17,513 17,435 73,533
Shareholders' Investment 489,538 563,826 873,720 1,007,486 1,309,729 1,226,934 1,697,480
</TABLE>
12
<PAGE> 21
SELECTED FINANCIAL INFORMATION - THERMO ELECTRON CORPORATION (CONTINUED)
(1) Reflects the issuance of $164.0 million principal amount of convertible
debentures.
(2) Reflects the August 1992 acquisition of Nicolet Instrument Corporation
and the issuance of $260.0 million principal amount of convertible
debentures.
(3) Reflects the 1993 public offering of common stock for net proceeds of
$246.0 million.
(4) Reflects the issuance of $345.0 million principal amount of convertible
debentures.
(5) Reflects the issuance of $585.0 million principal amount of convertible
debentures.
(6) Reflects the adoption in fiscal 1992 of Statement of Financial
Accounting Standards No. 106, "Accounting for Post-retirement Benefits
Other Than Pensions."
13
<PAGE> 22
RISK FACTORS
The following risk factors, in addition to the other information
contained or incorporated by reference in this Offer to Exchange, including the
risk factors identified under the caption "Forward-looking Statements"
incorporated by reference into the Company's Annual Report on Form 10-K for the
year ending September 28, 1996 and the risk factors identified under the caption
"Other Information" in Thermo Electron's Quarterly Report on Form 10-Q for the
quarter ending September 28, 1996, should be considered by holders of Common
Stock in evaluating the Offer.
RISK OF UNCERTAIN TAX TREATMENT. Due to the unique characteristics of
the Offer and the Units, the tax treatment of the exchange and the ownership and
disposition of the Units is uncertain. The Internal Revenue Service might
challenge all or part of the Company's treatment of the exchange as a
reorganization under Section 368(a)(1)(E) of the Code. If the Internal Revenue
Service were to successfully challenge the Company's treatment of the exchange,
shareholders who make the Additional Payment with shares of Common Stock, in
whole or in part, could be required to recognize income up to the fair market
value of the Redemption Right (including the Guarantee). The Company believes
that shareholders who make the Additional Payment solely in cash should not be
required to recognize income even if the Internal Revenue Service were to
successfully challenge the Company's treatment of the exchange. In addition, the
Internal Revenue Service might conclude that a Unit is indebtedness, rather than
equity, for federal income tax purposes, in which case (i) the exchange would be
a taxable exchange of the holder's Common Stock surrendered, which could result
in the recognition of gain to a shareholder (whether the shareholder made the
Additional Payment in cash or shares of Common Stock), and (ii) distributions of
property by the Company with respect to a Unit would be treated as interest, and
not dividends. Shareholders are urged to consult their own tax advisors with
regard to the tax consequences of the exchange and the ownership or disposition
of the Units. See "The Offer to Exchange -- Certain Federal Income Tax
Consequences."
NO ASSURANCE AS TO LIQUIDITY OR TRADING MARKET. The Units are a new
issue of securities with no established trading market. Although the Company has
applied for the listing of the Units on AMEX, and it is a condition to the Offer
that the Units be approved for listing on AMEX, subject to official notice of
issuance, there can be no assurance that an active trading market for the Units
will develop or be sustained in the future. Even if the Units are initially
listed, there can be no assurance that the Units will meet the requirements for
continued listing on AMEX. Thus, no assurance can be given as to the liquidity
of, or trading market, if any, for the Units.
POTENTIAL TERMINATION OF REDEMPTION RIGHTS. The Offer provides for the
exchange of one Unit, consisting of one share of Common Stock and one Redemption
Right, for one Exchange Share plus the Additional Payment. The Redemption Rights
will expire and become worthless if, following the Expiration Date, the closing
price of the Common Stock is at least $26.00 for 20 of any 30 consecutive
trading days. In the event of the expiration of the
14
<PAGE> 23
Redemption Rights, each Unit will automatically become, and trade as, one share
of Common Stock. Accordingly, shareholders receiving Units in the exchange will
need to monitor the price of the Common Stock (which may be different than the
price of the Units) to be aware of the status of the Redemption Rights and the
value of the Units.
PRESENCE OF SIGNIFICANT SHAREHOLDER. The Company's shareholders do not
have the right to cumulate votes for the election of directors. ThermoTrex,
which at December 28, 1996, beneficially owned 64% of the voting stock of the
Company and which may own a greater percentage upon the closing of the exchange
(if shares of Common Stock are tendered in satisfaction of the Additional
Payment), has the power to elect the entire Board of Directors of the Company
and to approve or disapprove any corporate actions submitted to a vote of the
Company's shareholders.
THE OFFER TO EXCHANGE
TERMS OF THE OFFER TO EXCHANGE
ThermoLase hereby offers, upon the terms of and subject to the
conditions set forth in this Offer to Exchange and in the accompanying Letter of
Transmittal, to exchange one unit (each, a "Unit") consisting of one share of
common stock, $.01 par value per share, of the Company (the "Common Stock") and
one redemption right (each, a "Redemption Right") for each share of Common Stock
(each, an "Exchange Share"), plus an additional payment of $3.00 (the
"Additional Payment"), payable either (i) in cash (the "Additional Cash
Payment") or (ii) in additional shares of Common Stock (the "Additional Share
Payment") (or a combination thereof), validly tendered and accepted for exchange
in the Offer. The shares of Common Stock tendered in satisfaction of the
Additional Share Payment will be valued at $20.25 per share. No more than
2,000,000 Exchange Shares will be accepted for exchange. If more than 2,000,000
Exchange Shares are validly tendered for exchange pursuant to the Offer and not
withdrawn prior to the Expiration Date, acceptances will be cut back pro rata
(with adjustments to avoid exchange of fractional Exchange Shares or shares
tendered in satisfaction of the Additional Share Payment) based on the total
number of Exchange Shares validly tendered and not withdrawn prior to the
Expiration Date. See "--Acceptance of Tendered Shares and Additional Payments;
Proration; Delivery of Units."
Each Redemption Right will entitle the holder thereof to sell the
related share of Common Stock to the Company for $20.25 during the first 20
business days after the fourth anniversary of the Expiration Date. The
Redemption Right will not detach or trade separately from the related share of
Common Stock (but instead will trade together with the related share of Common
Stock as a Unit) and will expire and become worthless if, following the
Expiration Date, the closing price of the Common Stock is at least $26.00 for 20
of any 30 consecutive trading days. In the event of the expiration of the
Redemption Right, the Unit will automatically become, and will trade as, one
share of Common Stock. The Company's obligations under the Redemption
15
<PAGE> 24
Rights will be guaranteed on a subordinated basis by Thermo Electron, the
Company's ultimate parent corporation.
The Offer commences on the date hereof and expires at 12:00 midnight,
New York City time, on ____________, 1997, unless extended, upon the terms and
subject to the conditions set forth herein (as so extended, the "Expiration
Date"). See "- Expiration Date; Extensions; Termination." The Company's
obligation to consummate the Offer is subject to certain conditions, including
there being validly tendered and not withdrawn prior to the expiration of the
Offer at least 500,000 Exchange Shares and the related Additional Payments (the
"Minimum Condition"), and the listing of the Units on AMEX, subject to official
notice of issuance. See "-- Conditions to the Consummation of the Offer."
AN EXCHANGING SHAREHOLDER WHO TENDERS ONE EXCHANGE SHARE AND THE
ADDITIONAL PAYMENT WILL, IF SUCH TENDER IS ACCEPTED, RECEIVE ONE UNIT CONSISTING
OF ONE SHARE OF COMMON STOCK AND ONE REDEMPTION RIGHT. THE REDEMPTION RIGHT WILL
NOT DETACH OR TRADE SEPARATELY FROM THE COMMON STOCK RECEIVED IN THE EXCHANGE,
BUT INSTEAD WILL TRADE TOGETHER WITH THE RELATED SHARE OF COMMON STOCK AS A
UNIT.
PURPOSE OF THE OFFER
The Company does not believe that the market price of the Common Stock
accurately reflects its intrinsic value. The purpose of the Offer is to give
shareholders who are considering selling their shares the opportunity to reduce
the risk associated with the continued ownership of the Common Stock.
EXPIRATION DATE; EXTENSION; TERMINATION
The Offer will expire at 12:00 midnight, New York City time, on the
Expiration Date. Any extension of the Offer will be followed as soon as
practicable by public announcement thereof, but in no event later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date, and any amendment of the Offer will be followed as
soon as practicable by public announcement thereof. Without limiting the manner
by which the Company may choose to make such public announcement, the Company
shall not, unless otherwise required by law, have any obligation to publish,
advertise or otherwise communicate any such public announcement other than by
making a release to the Dow Jones News Service.
Subject to the applicable rules and regulations of the Commission, the
Company reserves the right, in its sole discretion, to waive, modify or amend
the Offer at any time and from time to time. If the Company decides to waive,
modify or amend a material provision of the Offer, it may do so at any time,
provided that it gives notice thereof in the manner specified in the preceding
paragraph and extends the Offer to the extent required by the Exchange Act. With
16
<PAGE> 25
respect to an increase or decrease in the percentage of the class of securities
being solicited for exchange or a change in the consideration offered, Rule
13e-4(f)(1) under the Exchange Act generally requires that a tender offer remain
open for at least ten business days from the date the notice of such change is
first published, sent or given to securityholders. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or a Federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time. The minimum period during which the Offer must remain open following
other material changes in the terms of the Offer will depend on the facts and
circumstances, including the relative materiality of the change in the terms of
information concerning the Offer. Any amendment to the Offer will apply to all
Exchange Shares and Additional Payments tendered pursuant thereto, regardless of
when or in what order such Exchange Shares and Additional Payments are tendered.
PROCEDURE FOR TENDERING SHARES
To be tendered properly, (i) certificates representing the tendered
Exchange Shares and shares constituting the Additional Share Payment, if
applicable; (ii) a certified or official bank check made payable to the Company
or wire transfer for the benefit of the Company in the amount of the Additional
Cash Payment, if applicable; and (iii) a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
the Letter of Transmittal, must be received by the Exchange Agent at the address
set forth on the back cover page of this Offer to Exchange prior to 12:00
midnight, New York City time, on the Expiration Date. In lieu of the delivery of
certificates for shares, a holder may tender shares of Common Stock (including
shares constituting the Additional Share Payment, if applicable) pursuant to the
procedure for book-entry tender set forth below (and a confirmation of such
book-entry tender must be received by the Exchange Agent on or before the
Expiration Date). The beneficial holders of shares of Common Stock that are held
by or registered in the name of a broker, dealer, commercial bank, trust company
or other nominee or custodian are urged to contact such entity promptly if they
wish to accept the Offer. LETTERS OF TRANSMITTAL, TENDERED EXCHANGE SHARES AND
ADDITIONAL PAYMENTS MUST BE DELIVERED AS DESCRIBED ABOVE AND SHOULD NOT BE SENT
TO THE COMPANY.
Fractional shares of Common Stock may not be tendered as Exchange
Shares or in satisfaction of the Additional Payment. Accordingly, a tendering
shareholder who elects to make the Additional Payment in the form of an
Additional Share Payment may be required also to make an Additional Cash Payment
to the extent necessary to avoid the delivery of fractional shares in
satisfaction of the Additional Share Payment. For example, because the shares
tendered in satisfaction of the Additional Share Payment will be valued at
$20.25 per share, a tendering shareholder who desires to tender ten Exchange
Shares may either (i) make an Additional Cash Payment of $30.00, or (ii) tender
one share in satisfaction of the Additional Share Payment and make an Additional
Cash Payment of $9.75.
17
<PAGE> 26
If a holder desires to accept the Offer and time will not permit the
required deliveries to be made to the Exchange Agent prior to the Expiration
Date, or the procedure for a book-entry transfer cannot be completed on a timely
basis, a tender may be effected in accordance with the guaranteed delivery
procedures, See "-- Guaranteed Delivery Procedure."
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL, CERTIFICATES
REPRESENTING TENDERED EXCHANGE SHARES (AND SHARES CONSTITUTING THE ADDITIONAL
SHARE PAYMENT, IF APPLICABLE), ADDITIONAL CASH PAYMENTS AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE ELECTION AND RISK OF EACH TENDERING SHAREHOLDER. IF SUCH DELIVERY IS BY
MAIL, IT IS SUGGESTED THAT SHAREHOLDERS USE PROPERLY INSURED, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN
ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR
PRIOR TO THE EXPIRATION DATE.
Within two business days after the date hereof, the Exchange Agent will
establish accounts with respect to the Common Stock at each of The Depository
Trust Company and the Philadelphia Depository Trust Company (each, a "Book-Entry
Transfer Facility" and collectively, the "Book-Entry Transfer Facilities") for
purposes of the Offer. Any financial institution that is a participant in a
Book-Entry Transfer Facility's system may make book-entry delivery of Exchange
Shares and shares constituting the Additional Share Payment, if applicable,
tendered pursuant to the terms of the Offer by causing such Book-Entry Transfer
Facility to transfer the same into the Exchange Agent's account at such
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's procedure for such transfer and to confirm such transfer to the
Exchange Agent in writing. Although delivery of Exchange Shares and shares
constituting the Additional Share Payment, if applicable, may be effected though
book-entry transfer, either (i) a properly completed Letter of Transmittal (or
facsimile thereof) executed by the holder of record, together with the proper
signature guarantees, and a certified or official bank check made payable to the
Company or wire transfer for the benefit of the Company in the amount of the
Additional Cash Payment, if applicable, together with all other documents
required, or (ii) a Notice of Guaranteed Delivery, must be transmitted to and
received by the Exchange Agent at its address set forth on the back cover page
of this Offer to Exchange on or before the Expiration Date.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE
WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURE DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT.
Except as otherwise provided below, each signature on the Letter of
Transmittal, certificates representing shares of Common Stock or instruments of
transfer must be guaranteed by a firm or other entity that is an "Eligible
Institution." An Eligible Institution means a firm
18
<PAGE> 27
or other entity identified in Rule 17Ad-15 under the Exchange Act, including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or
government securities broker; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
institution that is a participant in a Securities Transfer Association
recognized program. A verification by a notary public alone is not acceptable.
Signatures on a Letter of Transmittal need not be guaranteed (i) if the Letter
of Transmittal is signed by the registered holder of the shares of Common Stock
being tendered (including shares of Common Stock constituting the Additional
Share Payment) and the holder has not completed the box titled "Special Exchange
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal;
or (ii) if such shares are tendered for the account of an Eligible Institution.
See Instruction 1 of the Letter of Transmittal.
If any of the certificates for shares of Common Stock being tendered
(including shares of Common Stock constituting the Additional Share Payment) are
registered in the name of a person other than the signer of the Letter of
Transmittal, or if Units are to be issued to a person other than the registered
owner of the shares being tendered, or if the Letter of Transmittal specifies
that shares that are not accepted for exchange pursuant to the Offer are to be
returned to a person other than the registered owner, then the certificates for
such shares must be endorsed or accompanied by an appropriate instrument of
transfer, signed exactly as the name(s) of the registered owner(s) appears on
the certificate(s), with the signature(s) on the certificate(s) or instrument(s)
of transfer guaranteed by an Eligible Institution. See Instructions 1 and 5 of
the Letter of Transmittal.
If less than the full number of shares of Common Stock evidenced by a
submitted certificate (including any certificate representing shares
constituting the Additional Share Payment) are to be tendered, the tendering
shareholder should indicate on the Letter of Transmittal the number of shares of
Common Stock being tendered. If no indication is given, all shares of Common
Stock represented by such certificate will be deemed to have been tendered. In
the event that the sum of the Additional Cash Payment and the Additional Share
Payment, as designated in the Letter of Transmittal, is insufficient to pay the
Additional Payment in full with respect to the number of Exchange Shares
designated in the Letter of Transmittal or would result in the tendering of a
fractional share, the shareholder shall be deemed to have authorized the
Exchange Agent to redesignate Exchange Shares as shares constituting the
Additional Share Payment in the minimum amount necessary to pay the Additional
Payment in full and to avoid the tendering of a fractional share. Any Exchange
Shares tendered for which no Additional Payment is made (or with respect to
which the Additional Payment is a fractional share) will be returned to the
tendering shareholder.
All questions as to the validity, form, eligibility (including the time
of receipt) and acceptance of tendered Exchange Shares and Additional Payments
pursuant to any of the foregoing procedures will be determined by the Company,
in its sole discretion, which determination shall be final and binding. The
Company reserves the absolute right to reject any
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or all tenders of any particular shares of Common Stock and Additional Cash
Payments determined by it not to be in appropriate form or the acceptance of or
exchange for which may, in the opinion of the Company, be unlawful. The Company
also reserves the absolute right to waive any irregularities or defects in the
tender as to any particular shares of Common Stock or Additional Cash Payments,
whether or not similar irregularities or defects are waived in the case of any
other shares of Common Stock or Additional Cash Payments. The Company's
interpretation of the terms and conditions of this Offer (including the Letter
of Transmittal and Instructions thereto) shall be final and binding. Any
irregularities or defects in connection with any tender, unless waived, must be
cured within such time as the Company shall determine, which time may be
extended beyond the Expiration Date. Neither the Company, the Exchange Agent,
the Information Agent nor any of their respective affiliates shall be under any
duty to give notification of any irregularities or defects in such tenders or
incur any liability for failure to gives such notification. Tendered Exchange
Shares and Additional Payments received by the Exchange Agent that are not
properly delivered and as to which the irregularities or defects have not been
cured or waived will be returned (without interest thereon or deduction
therefrom) by the Exchange Agent to the tendering shareholder as soon as
practicable following the Expiration Date, unless otherwise provided in the
Letter of Transmittal.
GUARANTEED DELIVERY PROCEDURE
If a shareholder desires to tender his Exchange Shares and Additional
Payments pursuant to the Offer but is unable either to (i) deliver his
certificates (including certificates constituting the Additional Share Payment,
if applicable), the Additional Cash Payment, if applicable, and all other
required documents to the Exchange Agent on or before the Expiration Date or
(ii) comply with the procedure for book-entry tender on a timely basis such
tender may nevertheless be effected, provided that all of the following
conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) prior to the Expiration Date, a properly completed and duly
executed Notice of Guaranteed Delivery, including a guarantee
by an Eligible Institution (by telegram, telex, facsimile
transmission, mail or hand delivery) setting forth the name
and address of the shareholder and the number of Exchange
Shares and shares constituting the Additional Share Payment
(if applicable) and Additional Cash Payment (if applicable)
being tendered, stating that the tender is being made thereby
and guaranteeing that within three trading days after the date
of the Notice of Guaranteed Delivery, the Exchange Shares and
shares constituting the Additional Share Payment, the
Additional Cash Payment, and the Letter of Transmittal (or
facsimile thereof), together with all other required
documents, will be deposited by the Eligible Institution with
the Exchange Agent; and
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<PAGE> 29
(iii) the certificates for all Exchange Shares and shares
constituting the Additional Share Payment in proper form for
transfer (or a written confirmation of book-entry transfer
into the Exchange Agent's account at a Book-Entry Transfer
Facility as described above), a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and a
certified or official bank check made payable to the Company
or wire transfer for the benefit of the Company in the amount
of the Additional Cash Payment, if applicable, together with
all other required documents, are received by the Exchange
Agent within three trading days after the date of the Notice
of Guaranteed Delivery.
Notwithstanding any other provision hereof, the exchange of Units for
shares of Common Stock and Additional Payments accepted for exchange pursuant to
the Offer will in all cases be made only after timely receipt by the Exchange
Agent of certificates representing the tendered Exchange Shares and shares
constituting the Additional Share Payment, if applicable (or a written
confirmation of book-entry transfer into the Exchange Agent's account at the
Book-Entry Transfer Facility as described above), a properly completed and duly
executed Letter of Transmittal, a certified or official bank check or wire
transfer for the Additional Cash Payment, if applicable, and all other required
documents. Accordingly, the issuance of Units might not be made to all tendering
shareholders at the same time, and will depend upon when such required
deliveries are received by the Exchange Agent.
WITHDRAWAL RIGHTS
Any Exchange Shares and Additional Payments tendered pursuant to the
Offer may be withdrawn by the tendering shareholder subject to the procedures
described below, at any time prior to the Expiration Date. Thereafter, any such
tenders are irrevocable, except that they may be withdrawn after , 1997, unless
theretofore accepted for exchange as provided in this Offer to Exchange. If the
Company extends the period of time during which the Offer is open, is delayed in
its acceptance of the Exchange Shares and Additional Payments or is unable to
accept the Exchange Shares and Additional Payments for any reason, then, without
prejudice to the Company's rights under the Offer, the Exchange Agent may, on
behalf of the Company, retain all Exchange Shares and Additional Payments and
such Exchange Shares and Additional Payments may not be withdrawn, except to the
extent tendering shareholders are entitled to and duly exercise withdrawal
rights as provided herein. Any such delay will be accompanied by an extension of
the Offer to the extent required by law.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must (i) be timely received by the Exchange
Agent at its address on the back cover of this Offer to Exchange before the
Exchange Agent receives notice of acceptance for exchange by the Company of the
Exchange Shares and the Additional Payments, (ii) set forth the name of the
tendering shareholder, (iii) if the certificates for the Exchange Shares or any
shares constituting the Additional Share Payment, if applicable, have been
deposited with or otherwise identified to the Exchange Agent, contain the
description of the shares of Common Stock to be
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<PAGE> 30
withdrawn and indicate the certificate numbers shown on the certificates
evidencing such shares of Common Stock (except in the case of book-entry
transfers), (iv) identify the aggregate amount and form of any Additional
Payment deposited with the Exchange Agent and identify the check or wire
transfer number of any Additional Cash Payment, and (v) be executed by the
shareholder in the same manner as the original Common Stock certificate(s) for
tendered shares or be accompanied by evidence satisfactory to the Company that
the person withdrawing the tender has succeeded to the beneficial ownership of
such tendered shares. In the case of shares tendered by book-entry transfer, a
notice of withdrawal must specify, in lieu of certificate numbers, the name and
number of the account at one of the Book-Entry Transfer Facilities to be
credited with the withdrawn shares.
The notice of withdrawal must be guaranteed by an Eligible Institution,
unless the shares subject to the withdrawal have been tendered (i) by a
registered holder who has not completed the box entitled "Special Exchange
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal;
or (ii) for the account of an Eligible Institution. All questions as to the form
and validity (including the time of receipt) of notices of withdrawal will be
determined by the Company, in its sole discretion, whose determination shall be
final and binding. Neither the Company, the Exchange Agent, the Information
Agent nor any of their respective affiliates shall be under any duty to give any
notification of any irregularities or defects in any notice of withdrawal or
incur any liability for failure to give any such notification. Exchange Shares
and Additional Payments withdrawn in the manner specified above will not be
considered to have been duly tendered, and any such Exchange Shares and
Additional Payments will be returned by the Exchange Agent as soon as
practicable after such withdrawal. However, withdrawn Exchange Shares and
Additional Payments may be re-tendered at any time prior to the Expiration Date,
upon the terms and subject to the conditions of the Offer.
No interest shall be paid on any amount returned to a shareholder
whether on account of the extension or termination of the Offer, the withdrawal
of Exchange Shares and Additional Payments by the tendering shareholder, or
otherwise.
ACCEPTANCE OF EXCHANGE SHARES AND ADDITIONAL PAYMENTS; PRORATION; DELIVERY OF
UNITS
Upon the terms and subject to the conditions of this Offer, up to
2,000,000 Exchange Shares properly tendered and not withdrawn on or prior to the
Expiration Date will be accepted for exchange. For purposes of this Offer, the
Company will be deemed to have accepted for exchange properly tendered Exchange
Shares and the related Additional Payments when, as and if the Company has given
oral or written notice thereof to the Exchange Agent. In the event that more
than 2,000,000 Exchange Shares are properly tendered pursuant to the Offer and
not withdrawn, the Company will accept 2,000,000 Exchange Shares and related
Additional Payments pro rata based upon the total number of Exchange Shares
validly tendered and not withdrawn, subject to adjustment to avoid the
acceptance for exchange of fractional shares. All tendering shareholders will be
deemed to
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<PAGE> 31
have waived any right to receive notice of the acceptance of their Exchange
Shares and the related Additional Payments.
The Exchange Agent will act as agent for the tendering shareholders for
the purposes of receiving from the Company the Units and transmitting the Units
to tendering shareholders. Tendered shares not accepted for exchange by the
Company, if any, together with the Additional Payments related thereto, will be
returned to the tendering shareholders (or, in the case of shares, including
shares tendered in satisfaction of the Additional Payment, tendered by a
Book-Entry Transfer Facility, will be credited to an account maintained with
such Book-Entry Transfer Facility) without expense as promptly as practicable
following the Expiration Date.
Delivery of the Units in exchange for Exchange Shares and Additional
Payments that have been properly tendered and not withdrawn on or prior to the
Expiration Date and that have been accepted for exchange by the Company will be
made as promptly as practicable after the Expiration Date. All deliveries will
be made through the Exchange Agent. Upon the deposit of the Units by the Company
with the Exchange Agent for the purpose of making the exchange to validly
tendering shareholders, the Company's obligation to make such exchange shall be
satisfied, and such tendering shareholders must thereafter look solely to the
Exchange Agent for delivery of the Units.
If proration of tendered shares of Common Stock is required, the
Company does not expect to be able to announce the final proration factor or to
commence the exchange for any Exchange Shares and Additional Payments pursuant
to the Offer until approximately five business days after the Expiration Date,
due to the difficulty in determining the number of Exchange Shares validly
tendered (including shares tendered by the guaranteed delivery procedures
described above). Preliminary results of the proration will be announced by
press release as promptly as practicable after the Expiration Date. Holders of
Common Stock may obtain such preliminary information from the Information Agent
and may also be able to obtain such information from their brokers.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Because of the unique features of the Offer and the Units, it is not
possible to provide a definitive discussion of the federal income tax
consequences of the exchange of Units for Exchange Shares and the Additional
Payment (the "Exchange"), or of the ownership and disposition of Units. The
discussion below represents the Company's view of the most likely federal income
tax consequences of the Exchange and the ownership and disposition of Units and
is provided for general information purposes only. The Company has not sought a
ruling from the Internal Revenue Service with respect to such matters. It is
possible that characterizations other than those discussed might apply and that
the federal income tax consequences accordingly might be different from those
discussed.
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<PAGE> 32
The following discussion is based upon the Company's interpretation of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury
Regulations, judicial authority and administrative ruling and practice, all as
of the date hereof. The Internal Revenue Service is not precluded from adopting
a contrary position. There can be no assurance that future legislative, judicial
or administrative changes or interpretations will not adversely affect the
accuracy of this discussion and conclusions set forth herein. Any such changes
or interpretations could be applied retroactively and could affect the federal
income tax consequences of the Exchange and the ownership and disposition of
Units. In addition, the following discussion does not address the applicable
state, local and foreign tax consequences of the Exchange, and ownership and
disposition of Units.
The following discussion does not address the tax consequences of the
Exchange or the ownership of Units to shareholders based on their particular tax
situations, and is not intended to be applicable to all categories of
shareholders, some of whom, such as dealers in securities, insurance companies,
tax-exempt organizations, and foreign persons, will be subject to special rules.
Shareholders are urged to consult their own tax advisors as to the tax
consequences to them (including the effect and applicability of federal, state,
local, foreign and other tax laws) of the Exchange and of the ownership and
disposition (including a disposition pursuant to exercise of a Redemption Right)
of Units.
The discussion below assumes that the Units will be treated as equity
rather than as debt for federal income tax purposes. See "Treatment of Units as
Equity", below.
Treatment of The Exchange
The Company believes that the Exchange will be treated as a
reorganization under Section 368(a)(1)(E) of the Code (a "Reorganization") and
that:
(a) No gain or loss should be recognized by holders of Common
Stock upon the receipt of a Unit in exchange for an Exchange
Share and the Additional Payment in the Exchange, except that
a holder will recognize income to the extent of excess, if
any, of the fair market value of the Guarantee over any
portion of the Additional Payment made in cash;
(b) The tax basis of the Unit received by a shareholder in the
Exchange will be the same as the tax basis of the Common Stock
surrendered in exchange for the Unit (including any shares
constituting the Additional Share Payment), plus any
Additional Cash Payment and the amount of gain recognized, if
any, by such shareholder, less the fair market value of the
Guarantee;
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<PAGE> 33
(c) The holding period of the Unit received by each shareholder in
the Exchange will include the period for which the Common
Stock surrendered in the Exchange was considered to be held,
provided that the Common Stock so surrendered was held as a
capital asset at the time of the Exchange.
The Company estimates that the Guarantee has a fair market value of
$________ per Unit; however, the Company's estimate is not binding on the
Internal Revenue Service.
If the Internal Revenue Service were to successfully challenge the
Company's treatment of the Exchange, shareholders who participate in the
Exchange and make the Additional Payment with shares of Common Stock may be
required to recognize income up to the fair market value of the Redemption
Rights (including the related Guarantee) received by that shareholder. Such
income would be a capital gain if the provisions of Section 302 of the Code
applied to the exchange by such shareholder of Common Stock, and otherwise it
will be treated as a distribution of property to which Section 301 of the Code
applies. See "Consequences of the Redemption of a Unit" below. The Company
believes that it is likely that shareholders who make the Additional Payment
solely in cash will not recognize income, even if the Internal Revenue Service
were to successfully challenge the Company's treatment of the Exchange as a
Reorganization.
Treatment of Units as Equity
The Company believes that the Units should be treated, and intends to
treat the Units, as equity for federal income tax purposes.
The determination of whether the Units will be treated as equity for
federal income tax purposes is a question of fact, and no one factor is
conclusive. Although no definitive set of relevant factors exists, Section 385
of the Internal Revenue Code of 1986, as amended (the "Code"), lists five
factors that "may" be taken into account in regulations, yet to be issued, that
are to set forth the rules for determining whether an interest in a corporation
is to be treated as equity or debt for federal income tax purposes. These
factors are (1) whether there is a written unconditional promise to pay on
demand or on a specified date a sum certain in money in return for an adequate
consideration in money or money's worth, and to pay a fixed rate of interest,
(2) whether there is a subordination to or preference over any indebtedness of
the corporation, (3) the ratio of debt to equity of the corporation, (4) whether
there is convertibility into the stock of the corporation, and (5) the
relationship between holdings of stock in the corporation and the holdings of
the interest in question. The Internal Revenue Service has indicated that the
intent of the parties in creating the instrument is a factor that may be taken
into account as well.
The Company believes that an analysis of the foregoing factors
indicates that it is likely, although not certain, that a Unit will be treated
as equity for federal income tax purposes. The
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<PAGE> 34
Company is obliged to redeem a Unit for a fixed amount of money upon exercise of
the Redemption Right at essentially a predetermined date, raising the
possibility that a Unit could be treated as convertible debt. However, no
provisions for interest payments or guaranteed dividends of any sort are made.
In addition, the Redemption Right will expire if the closing price of the Common
Stock is at least $26.00 for 20 of any 30 consecutive trading days. The Company
is also prohibited from redeeming a Unit to the extent that such redemption is
made at a time when the Company's capital is impaired or when such redemption
would cause any impairment of the Company's capital or if such redemption is
otherwise prohibited by law. Furthermore, a Unit will be subordinated to all
indebtedness of the Company; the stock portion of the Unit is voting stock;
there are no "conversion" rights other than a possible "deemed" conversion at
the time of expiration of the Redemption Right; and, finally, the parties intend
to create an equity interest notwithstanding the contrary treatment for
financial accounting purposes.
Section 385 of the Code provides that the issuer's characterization of
an interest in a corporation as debt or equity will be binding on the issuer and
all holders, but will not be binding on the Internal Revenue Service.
Accordingly, because the Company intends to treat the Units as equity for
federal income tax purposes, holders will not be able to treat the Units as debt
for such purposes. If the Units were to be treated as debt by the Internal
Revenue Service or a court, the federal income tax consequences would include:
(i) the Exchange would be a taxable exchange of the holder's Common Stock
surrendered, which could result in the recognition of gain to a shareholder and
(ii) distributions of property by the Company with respect to a Unit would be
treated as interest, and not dividends, and so would not be eligible for the
dividends received deduction. Similarly, redemptions by the Company of the
Common Stock would not be subject to the rules of Section 302 of the Code, as
discussed below, but would instead be treated as payments of principal and
interest.
Sale of Units
In general, gain or loss will be recognized upon a sale of a Unit or,
in the event of the expiration of the Redemption Right, upon the sale of the
remaining share of Common Stock. The amount of such gain or loss will be the
difference between the amount received in exchange for the Unit or share of
Common Stock and the holder's adjusted basis in the Unit or share of Common
Stock. The holder's tax basis in a share of Common Stock after the associated
Redemption Right has lapsed will equal the basis of the holder's Unit
immediately before the lapse of the Redemption Right.
Any gain or loss recognized upon the sale or exchange of a Unit or
share of Common Stock will generally be treated as capital gain or loss if the
Unit or Common Stock sold was held as a capital asset. Such gain or loss will be
long term capital gain or loss if the Unit or Common Stock was held for more
than one year, and will be short term capital gain or loss if it has been held
for one year or less. To the extent applicable, the straddle rules, summarized
below, will
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likely suspend the running of the holder's holding period for this purpose until
the expiration of the Redemption Right.
Short Sale and Straddle Rules
Under certain circumstances the holding period of a share of Common
Stock may be suspended. It is possible that the Redemption Right will be
characterized for federal income tax purposes as an option to sell Common Stock.
In that case, it is possible that the short sale rules of Section 1233 of the
Code would apply, resulting in, among other possible results, suspension of the
holding period of a number of other shares of Common Stock equal to the number
subject to the Redemption Right until the expiration of the Redemption Right.
However, Section 1233(c) of the Code and Treas. Reg. Section 1.1233-1(c)(3)
provide that, if the Common Stock is identified by appropriate entries in the
holder's records within fifteen days after the date of its acquisition as
subject to such option, the rules of Section 1233(b), including the holding
period suspension rules, will not apply. If the Redemption Right is properly
characterized as an option and a holder identifies that the Common Stock is
subject to the Redemption Right in its records within 15 days of the Unit's
acquisition, Section 1233(c) of the Code should apply. Even if such an
identification is not made, since the Redemption Right and the Common Stock are
acquired on the same day, are attached and cannot be separated, and the Common
Stock portion of a Unit will be sold upon exercise of the Redemption Right, it
is likely that the Common Stock will be deemed to be identified as a result of
the terms of the Unit and that Section 1233(c) of the Code will apply to a Unit.
It is likely that the Unit will be considered to be a tax straddle
subject to the rules of Section 1092 of the Code. The tax straddle rules apply
only if both (a) the Common Stock is considered to be actively traded and (b)
the Redemption Right is considered to be either (i) an "option" with respect to
the Common Stock or substantially identical stock or securities or (ii) a
position with respect to substantially similar or related property (other than
stock). Assuming that a Unit is considered to be a tax straddle, Temporary
Treasury Regulations provide that the holding period of a share of Common Stock
that is part of that straddle generally will not begin earlier than the
expiration of the Redemption Right with respect to that share, unless the holder
has held the Common Stock exchanged for such Unit for more than one year prior
to the acquisition of the Unit. In addition, under Section 263(g) of the Code,
interest and carrying charges relating to a tax straddle are not deductible and
must be capitalized and added to basis.
Consequences of the Redemption of a Unit
The amount of cash received by a holder of a Unit upon the redemption
of the Unit by the Company upon exercise of the Redemption Right will be treated
either (i) as a distribution by the Company in exchange for the Unit, in which
case the holder will recognize gain or loss measured by the difference between
the amount realized and the holder's tax basis for the Unit surrendered or (ii)
as a distribution of property to which Section 301 of the Code applies (that
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is, as a dividend, to the extent of the Company's earnings and profits; see
"Dividends; Dividends Received Deduction," below). For this purpose, the
determination of whether the distribution will be treated as an exchange for
stock or as a Code Section 301 distribution will be made in accordance with the
provisions of Section 302 of the Code, as explained below.
Under Section 302 of the Code, a holder will not be treated as having
received a Code Section 301 distribution upon the redemption of a Unit upon
exercise of the Redemption Right if (1) the redemption results in the complete
termination of the holder's interest in the Company, (2) the holder's percentage
ownership of the outstanding Common Stock of the Company (and voting stock if
any voting stock other than Common Stock is outstanding) immediately after such
redemption is less than 80% of such holder's percentage ownership of the total
of such outstanding stock immediately before the redemption or (3) the
distribution from the Company upon such redemption is not "essentially
equivalent to a dividend" based on the individual holder's particular facts and
circumstances. For purposes of making these determinations, the holder's
percentage ownership will in general be calculated by taking into account all
shares owned by him, including those deemed to be owned by him pursuant to
Section 318 of the Code. Section 318 of the Code provides that in applying the
above rules, a holder is considered to own shares directly or indirectly owned
by certain members of his family or certain related entities and to own shares
with respect to which he holds options.
For a redemption to qualify as "not essentially equivalent to a
dividend," it must result in a "meaningful reduction" in the holder's percentage
interest in the Company. The Internal Revenue Service has indicated in published
rulings that any reduction in the percentage interest of a small shareholder in
a publicly held corporation who exercises no control over corporate affairs may
constitute such a "meaningful reduction," absent special circumstances. In
applying these rules, other transactions that are part of an overall plan may be
taken into account to determine the decrease, if any, of a shareholder's
percentage interest. In view of the terms of the Units it is likely that the
exercise of the Redemption Right by other holders of Units will have to be taken
into account in determining whether a particular holder's percentage interest is
reduced. In a case in which a holder would have an increase in his percentage
interest after the exercise of the Redemption Right (for example, if such holder
redeemed a lesser percentage of his shares as compared to other shareholders),
the holder could avoid dividend treatment by selling Units rather than redeeming
them; however, there can be no assurance that there will be an active market for
the Units or that if such a market exists the proceeds received will not be
substantially less than those that would be received by redemption.
In the event that, upon the tender of a Unit pursuant to the Redemption
Right, Thermo Electron is required to acquire the associated Common Stock
pursuant to the terms of the Guarantee, it is probable that the holder will be
deemed to have disposed of the Unit or Common Stock through a sale or exchange,
the consequences of which are discussed in "Sale of Units" above, rather than as
a redemption by the Company (absent circumstances in which the selling holder is
deemed to be in control of the Company and Thermo Electron).
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<PAGE> 37
If a redemption is not treated as a Code Section 301 distribution, any
gain or loss recognized will be capital gain or loss if the redeemed Unit is
held as a capital asset. Such gain or loss will be long term or short term
depending on the holding period of such Common Stock. See "Sale of Units" above.
Dividends; Dividends Received Deduction
The Company has never paid any cash dividends on its Common Stock and
anticipates that no dividends will be paid on its Common Stock or the Units in
the foreseeable future. A distribution of property by the Company to its
shareholders will be treated as a dividend only to the extent of its accumulated
earnings and profits or its earnings and profits in the taxable year in which
such distributions occur. Any distribution of property by the Company that is
not a dividend would be treated first as a return of basis to the shareholder
and then as gain from the sale or exchange of property.
To the extent that the Company does have earnings and profits and does
make dividend distributions with respect to Units or shares of Common Stock,
corporate holders would generally be eligible for the dividends received
deduction. This deduction generally equals 70% of the amount received as
dividends, although corporations owning 20% or more of the stock of the Company
are eligible for an 80% deduction. Corporate holders would be eligible for the
dividends received deduction only if, among other things, the Units or shares of
Common Stock are held for more than 45 days. Under Section 246(c) of the Code,
the holding period of stock will be suspended for any periods for which the
holder has, among other things, (i) an option to sell such stock or (ii) a
diminished risk of loss by holding one or more other positions with respect to
substantially similar or related property. It is likely that the Redemption
Right would be considered an option or other position triggering the suspension
of the holding period under Section 246(c) of the Code.
For corporate holders of Units or Common Stock, Section 246A of the
Code reduces the dividends received deduction in the case of "debt-financed
portfolio stock." Debt-financed portfolio stock is defined as portfolio stock,
such as the Units or Common Stock, acquired or carried by the corporate holder
with indebtedness that is "directly attributable" to the investment in such
stock. The reduction is generally a fraction, the numerator of which is the
amount of the holder's indebtedness attributable to such stock and the
denominator of which is the holder's adjusted tax basis in the stock.
In addition, any dividends received by corporate holders would be
subject to the provisions of Section 1059 of the Code relating to "extraordinary
dividends" if the Units or Common Stock with respect to which the dividend is
paid has not been held for more than two years and the amount of the dividend is
considered extraordinary. For this purpose, the holding period of the stock will
be considered suspended under rules similar to those applicable to the
determination
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of the availability of the dividends received deduction. In general, a dividend
paid with respect to common stock is treated as an extraordinary dividend if it
equals or exceeds ten percent of the shareholder's adjusted basis in the stock.
Dividends that have ex-dividend dates within 85 consecutive days are aggregated
for this purpose. An aggregation period of one year applies if the aggregated
dividends exceed 20 percent of the shareholder's basis. In addition, any
redemption of stock of a corporation that is not pro rata as to all shareholders
and which is treated as a dividend distribution under Section 301 of the Code
will be treated as an extraordinary dividend subject to Section 1059 of the
Code, without regard to the period of time the shareholder has held the stock,
except as provided in regulations yet to be proposed or promulgated. If a
dividend is subject to the rules of Section 1059, the tax basis of the holder's
Units or Common Stock (or remaining Units or Common Stock in the case of a
redemption) will be reduced by the amount of the dividend received deduction
(the "non-taxed portion" of the dividend). If the non-taxed portion exceeds the
holder's tax basis in such Units or Common Stock, such excess will be treated as
gain from the sale of Units or Common Stock upon disposition of such Units or
Common Stock.
UNTENDERED SHARES
Holders of shares of Common Stock who do not tender their shares of
Common Stock in the Offer or whose shares of Common Stock are not accepted for
exchange will continue to hold such shares of Common Stock, which is listed on
AMEX, and will be entitled to all the rights, and will be subject to all of the
limitations, applicable thereto.
CONDITIONS TO THE CONSUMMATION OF THE OFFER
The obligation of the Company to consummate the Offer will be subject
to the satisfaction or waiver, at or prior to the acceptance of the tendered
Exchange Shares and Additional Payments for exchange, of the following
conditions:
(i) There being validly tendered and not withdrawn prior to the
expiration of the Offer at least 500,000 Exchange Shares and
the related Additional Payments; and
(ii) the listing of the Units on the American Stock Exchange,
subject to official notice of issuance.
In addition, notwithstanding any other provision of the Offer, the
Company reserves the right to withdraw, terminate or amend the Offer before the
acceptance of the tendered Exchange Shares and Additional Payments for exchange
if:
(i) any legal action or proceeding is instituted or threatened to
be instituted in any court or by or before any governmental
agency (A) directly or indirectly with respect to the
30
<PAGE> 39
Offer, (B) which, in the sole judgment of the Company may
materially adversely affect the business, operations or
financial condition of the Company;
(ii) there shall have occurred any material adverse development in
any existing legal action or proceeding involving the Company;
(iii) there shall have occurred (A) any general suspension of
trading in, or limitation on prices for, securities on the New
York Stock Exchange or AMEX; (B) a declaration of a banking
moratorium by United States authorities or any governmental
agency in the United States, (C) the commencement of a war,
armed hostilities or other international or national calamity
directly or indirectly involving the United States, or (D) a
material adverse change in general economic, political or
financial conditions, if the effect thereof on the financial
markets of the United States shall be such that in the sole
judgment of the Company it shall be impracticable to
consummate the Offer;
(iv) there shall have occurred any change, or development involving
a prospective change, in or affecting the business or
financial affairs of the Company which, in the sole judgment
of the Company, would materially impair the contemplated
benefits of the Offer to the Company or its shareholders;
(v) any statute, rule or regulation shall have been proposed or
enacted, or any action shall have been taken by any
governmental authority, which, in the sole judgment of the
Company, would or might prohibit, restrict or delay
consummation of the Offer as presently proposed or materially
impair the contemplated benefits of the Offer to the Company
or its shareholders; or
(vi) there exists, in the sole judgment of the Company, any other
actual or threatened legal impediment to the acquisition of
the Exchange Shares and Additional Payments or the issuance of
the Units as presently proposed. In any such event, the
Company shall not be obligated to accept Exchange Shares and
Additional Payments tendered pursuant to the Offer. If the
Offer should be withdrawn pursuant to the foregoing, the
Exchange Shares and Additional Payments previously tendered
will be returned without expense to the tendering shareholders
as promptly as practicable.
The foregoing conditions are for the sole benefit of the Company and
may be waived by the Company in whole or in part.
31
<PAGE> 40
LISTING OF THE UNITS
The Company has applied for listing of the Units on AMEX. In order to
be listed, the Company must meet the AMEX Listing Requirements. Even if the
Units are initially listed, there can be no assurance that the Units will meet
the requirements for continued listing on AMEX. Failure to continue to be listed
may adversely affect the market value and liquidity of the Units. See "Risk
Factors - No Assurance as to Liquidity or Trading Market".
POSITION OF THE BOARD OF DIRECTORS
The Board of Directors is not making any recommendations to its
shareholders as to whether they should exchange or refrain from exchanging any
or all of their shares of Common Stock. Each shareholder must make his or her
own decision as to whether to exchange any shares of Common Stock owned.
PAYMENT OF FEES AND EXPENSES; TRANSFER TAXES
The Company will pay brokerage houses and other custodians, nominees
and fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding copies of this Offer to Exchange and related documents to the
beneficial owners of the Common Stock, and in handling or forwarding tenders for
their customers. However, the Company will not make any other payments to
brokers, dealers or others soliciting tenders of Common Stock and Additional
Payments, other than the Information Agent. The Company will pay all legal,
accounting, printing, listing, filing and other similar fees and expenses in
connection with the Offer.
The Company will pay all transfer taxes, if any, applicable to the
transfer and sale of Exchange Shares and shares constituting the Additional
Share Payment to it pursuant to the Offer. If, however, Units are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the shares of Common Stock tendered, or if
tendered certificates are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer and sale of shares of Common Stock to the
Company pursuant to the Offer, the amount of any such transfer tax (whether
imposed on the registered holder or any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
32
<PAGE> 41
MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES
Any shareholder whose Common Stock certificates have been mutilated,
lost, stolen or destroyed should contact the Exchange Agent at its address set
forth on the back cover page of this Offer to Exchange for further information.
EXCHANGE AGENT; INFORMATION AGENT
American Stock Transfer & Trust Company has been appointed as Exchange
Agent for the Offer. American Stock Transfer & Trust Company is also the
transfer agent for the Common Stock and the Units. National Westminster Bank Plc
- -- New York Branch has been appointed as Information Agent for the Offer. The
Company will pay all fees and expenses of the Exchange Agent and the Information
Agent incurred in connection with the Offer.
ACCOUNTING TREATMENT
No gain or loss for accounting purposes will be recognized by the
Company upon the consummation of the Offer. The Units will be treated for
accounting purposes as Common Stock subject to redemption until the expiration
of the Redemption Rights.
INTERESTS OF CERTAIN PERSONS IN OFFER
The Offer is open to the officers, directors and affiliates of the
Company. As of December 28, 1996, the Company's officers and directors
beneficially owned 2,795,315 shares of Common Stock, which represented
approximately 6.9% of the outstanding shares. In addition, as of December 28,
1996, ThermoTrex beneficially owned 25,960,996 shares of Common Stock, which
represented approximately 64% of the outstanding shares. ThermoTrex has advised
the Company that it does not intend to tender any shares of Common Stock for
exchange pursuant to the Offer. The Company has been advised that none of its
officers or directors intend to tender shares of Common Stock for exchange
pursuant to the Offer.
33
<PAGE> 42
MARKET PRICE INFORMATION
ThermoLase's Common Stock is listed on AMEX under the symbol "TLZ."
Thermo Electron's Common Stock is listed on the New York Stock Exchange under
the symbol "TMO."
The table below sets forth, for the fiscal quarters indicated, the
reported high and low sale prices of ThermoLase's Common Stock and Thermo
Electron's Common Stock on AMEX and the New York Stock Exchange, respectively.
The Thermo Electron Common Stock price information is presented for ThermoLase's
fiscal period (fiscal year ending on the Saturday nearest September 30) rather
than for Thermo Electron's fiscal period (fiscal year ending on the Saturday
nearest December 31). (1)
<TABLE>
<CAPTION>
ThermoLase Common Stock(2) Thermo Electron Common Stock(3)
-------------------------- -------------------------------
Fiscal 1995 High Low High Low
- ----------- ---- --- ---- ---
<S> <C> <C> <C> <C>
Quarter ended December 31, 1994 5 3 9/16 21 5/18 18 1/9
Quarter ended April 1, 1995 6 15/16 3 5/8 22 5/6 19 1/2
Quarter ended July 1, 1995 22 3/8 5 15/16 27 1/3 21 7/9
Quarter ended September 30, 1995 25 1/2 19 1/2 31 1/12 26 2/5
Fiscal 1996
- -----------
Quarter ended December 30, 1995 27 5/8 17 1/4 34 2/3 28 1/4
Quarter ended March 30, 1996 31 20 7/8 42 1/12 30 5/12
Quarter ended June 29, 1996 36 1/2 24 1/4 44 3/8 38 5/6
Quarter ended September 28, 1996 30 3/4 19 7/8 41 7/8 31 3/4
Fiscal 1997
- -----------
Quarter ended December 28, 1996 24 7/8 15 1/8 38 1/4 29 3/4
Quarter ending March 29, 1997
(through January 10, 1997) 16 3/4 15 3/8 41 1/4 37 1/4
</TABLE>
- --------
(1) In September 1995, the Company changed its fiscal year end from the
Saturday nearest December 31 to the Saturday nearest September 30. All periods
referenced in the above table assume that such new fiscal year end had been in
effect for all periods presented.
(2) Prices of the ThermoLase Common Stock have been restated to reflect
a two-for-one stock split, effected in the form of a 100% stock dividend, which
was distributed in June 1995.
(3) Prices of the Thermo Electron Common Stock have been restated to
reflect a three-for-two stock split, effected in the form of a 50% stock
dividend, which was distributed in June 1996.
34
<PAGE> 43
On January 10, 1997, the most recent practicable date prior to the date
of this Offer to Exchange, the last reported sale price of ThermoLase's Common
Stock on AMEX was $17.25 per share and the last reported sale price of Thermo
Electron's Common Stock on the New York Stock Exchange was $36.75 per share.
35
<PAGE> 44
THERMOLASE CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
SEPTEMBER 28, 1996
(UNAUDITED)
The following unaudited pro forma condensed balance sheet sets forth
the financial position of the Company as of September 28, 1996, to reflect the
receipt by the Company of 2,296,296 shares of Company Common Stock in exchange
for issuing 2,000,000 Units, each consisting of one share of Company Common
Stock and one Redemption Right. The exchange results in the reclassification of
$40,500,000 from "Common stock" and "Capital in excess of par value" to "Common
stock subject to redemption," based on the issuance of 2,000,000 Redemption
Rights, each carrying a maximum liability to the Company of $20.25 per share.
The exchange also results in the reclassification of $5,148,000 from "Capital in
excess of par value" to "Treasury Stock," based on the satisfaction of the $3.00
per share Additional Payment with 296,296 shares of Common Stock each recorded
at fair value on the date of the exchange, assumed for purposes of this
calculation to be $17 3/8, the closing price of the Company's Common Stock on
January 9, 1997. Instead of settling the Additional Payment with shares of
Common Stock, holders of Common Stock may elect to pay $3.00 in cash per Unit
received. If the Additional Payment is satisfied in full by the payment of cash,
the Company will record $6,000,000 of "Cash" instead of "Treasury stock." Pro
forma information is not presented for Thermo Electron because this transaction
is not material to Thermo Electron's financial position or results of
operations.
<TABLE>
<CAPTION>
(In thousands) Historical Adjustments Pro Forma
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and available-for-sale investments $52,055 $ -- $52,055
Accounts receivable, net 4,572 -- 4,572
Inventories 4,269 -- 4,269
Other current assets 2,290 -- 2,290
------- ------- -------
63,186 -- 63,186
------- ------- -------
Property and Equipment, at Cost, Net 19,323 -- 19,323
------- ------- -------
Other Assets 4,679 -- 4,679
------- ------- -------
Cost in Excess of Net Assets of Acquired
Company 8,332 -- 8,332
------- ------- -------
$95,520 $ -- $95,520
======= ======= =======
</TABLE>
36
<PAGE> 45
THERMOLASE CORPORATION
PRO FORMA CONDENSED BALANCE SHEET (Continued)
SEPTEMBER 28, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except share amounts) Historical Adjustments Pro Forma
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable $ 5,179 $ -- $ 5,179
Accrued expenses 2,799 -- 2,799
Deferred revenue 913 -- 913
Due to parent company and affiliated
companies 7,098 -- 7,098
-------- -------- --------
15,989 -- 15,989
-------- -------- --------
Deferred Lease Liability
494 -- 494
-------- -------- --------
Common Stock Subject to Redemption
2,000,000 shares, pro forma -- 40,500 40,500
-------- -------- --------
Shareholders' Investment:
Common stock, 40,803,932 shares
issued, 38,803,932 shares, pro forma 408 (20) 388
Capital in excess of par value 85,813 (35,332) 50,481
Accumulated deficit (3,516) -- (3,516)
Treasury stock at cost, 116,578 shares,
412,874 shares, pro forma (3,621) (5,148) (8,769)
Net unrealized loss on available-for-sale
investments (47) -- (47)
-------- -------- --------
79,037 (40,500) 38,537
-------- -------- --------
$ 95,520 $ -- $ 95,520
-------- -------- --------
Book Value per Share $ 1.94 $ (.99) $ .95
-------- -------- --------
</TABLE>
37
<PAGE> 46
DESCRIPTION OF SECURITIES
The following is a summary description of the principal terms
applicable to the Units, including the Redemption Rights, and the Guarantees.
UNITS
Each Unit being offered by the Company consists of one share of Common
Stock and one Redemption Right. The Redemption Rights will not detach or trade
separately from the related shares of Common Stock (but instead will trade
together with the related share of Common Stock as a Unit). The Company has
applied for the listing of the Units on AMEX under the symbol "__________."
The holder of a Redemption Right may require the Company to redeem the
related share of Common Stock for $20.25 (the "Redemption Price") during the
first 20 days after the fourth anniversary of the Expiration Date (the
"Redemption Period"). Notice of commencement of the Redemption Period will be
published in the Wall Street Journal and will be mailed to holders of record of
the Redemption Rights, not less than 30 nor more than 45 days prior to the
commencement of the Redemption Period. To be redeemed, certificates for Units
must be received at the office of the Company duly executed indicating the
number of shares being tendered for redemption during the Redemption Period.
After the end of the Redemption Period, the Company will mail to each
shareholder a check in consideration for the shares that were redeemed.
Shareholders who elect to redeem their shares will be entitled to revoke their
election by delivering a written notice of such revocation to the Company prior
to the end of the Redemption Period.
The Company's obligation to make such redemptions would be deferred to
the extent that such redemptions are made at a time when the Company's capital
is impaired or when such redemptions would cause any impairment of the Company's
capital or if such redemptions are otherwise prohibited by law. These provisions
do not affect the guarantee by Thermo Electron of the Company's redemption
obligations.
Both the consideration payable by the Company upon redemption of the
shares of Common Stock and the number of shares of Common Stock which are
subject to redemption are subject to adjustment upon the occurrence of certain
events, including (i) the issuance of Common Stock as a dividend or the
distribution of a security or right convertible into or exchangeable for shares
of Common Stock to all of the holders of Common Stock, (ii) a subdivision or
combination of the Company's outstanding Common Stock and (iii) the issuance by
reclassification or reorganization of the outstanding shares of Common Stock.
The Redemption Rights will expire and become worthless in the event
that the closing price of the Common Stock as reported on the principal trading
market for the Common Stock is at least $26.00, as adjusted as provided above,
for 20 of any 30 consecutive trading days after the Expiration Date. In the
event of the expiration of the Redemption Rights, each Unit will automatically
become, and will trade as, one share of Common Stock.
38
<PAGE> 47
In the event of the occurrence prior to the expiration of the
Redemption Rights of a merger or consolidation of the Company with or into
another entity (other than a merger in which the Company is the surviving
entity) or the sale of all or substantially all of the assets of the Company,
the holders of Units shall have the right either (i) to receive the
consideration per share as is payable in such transaction to the holders of
Common Stock on account of their ownership thereof; or (ii) to elect to receive
the Redemption Price in cash at the end of the Redemption Period. Any
shareholder electing the provisions of clause (ii) shall, from and after the
date of the transaction to which such election relates, have the status of a
creditor of the Company and all of such shareholder's rights shall cease with
respect to the Units. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in the Redemption Rights to
preserve as nearly as possible, as determined by the Company, the economic
benefits of the Redemption Rights for the holders of Units.
The Company reserves the right to amend the terms of the Redemption
Rights. However, the Redemption Rights may not be amended in a way that will
dilute or impair the Redemption Rights without the consent of the holders of a
majority of the then outstanding Units other than Thermo Electron and its
subsidiaries.
THE GUARANTEES
The Company and Thermo Electron have entered into a Guarantee
Agreement, pursuant to which Thermo Electron has agreed to guarantee, on a
subordinated basis, the due and punctual performance by the Company of its
redemption obligations described above. Thermo Electron will be obligated to
honor the Guarantees upon the failure of the Company to perform its redemption
obligations, including any failure due to the impairment or potential impairment
of the Company's capital. The Company and Thermo Electron reserve the right to
amend the terms of the Guarantee Agreement. However, the Guarantee Agreement may
not be amended in a way that will dilute or impair the Redemption Rights
described above without the consent of the holders of majority of the then
outstanding Units other than Thermo Electron and its subsidiaries.
Subordination of Guarantees
The obligations represented by the Guarantees will be subordinated in
right of payment to the prior payment in full of all Senior Indebtedness of
Thermo Electron, whether outstanding at the date of execution of the Guarantee
Agreement or thereafter incurred or created. There are no limitations, in the
Guarantee Agreement or otherwise, on Thermo Electron's ability to incur or
create additional Senior Indebtedness in the future. Senior Indebtedness of
Thermo Electron is defined for this purpose as the principal of, premium, if
any, and interest and other amounts due
39
<PAGE> 48
on or with respect to the following, whether outstanding at the date of
execution of the Guarantee Agreement or thereafter incurred or created: (a)
indebtedness of Thermo Electron for money borrowed by Thermo Electron
(including, without limitation, purchase money obligations), whether or not
evidenced by debentures, bonds, notes or other corporate debt securities or
similar instruments issued by Thermo Electron (including the principal of,
premium, if any, and interest on Thermo Electron's 5% Senior Convertible
Debentures due 2001); (b) obligations to reimburse any bank or other person in
respect of amounts paid under letters of credit; (c) leases of real property,
equipment or other assets, which leases are capitalized in Thermo Electron's
financial statements in accordance with generally accepted accounting
principles; (d) commitment, standby and other fees due and payable to financial
institutions with respect to credit facilities available to Thermo Electron; (e)
obligations of Thermo Electron under interest rate or currency swaps, floors,
caps or other similar arrangements intended to hedge interest rates or currency
exposure; (f) indebtedness secured by any mortgage, pledge, lien or other
encumbrance on property which is owned or held by Thermo Electron subject to
such mortgage, pledge, lien or encumbrance, whether or not the indebtedness
secured thereby shall have been assumed by Thermo Electron; (g) obligations of
Thermo Electron constituting guarantees of indebtedness of or joint obligations
with another or others which would be included in the preceding clauses (a),
(b), (c), (d), (e) or (f) (including Thermo Electron's guarantee of the
principal of, premium, if any, and interest on the 3 3/4% Senior Convertible
Debentures due 2000 of Thermo Instrument Systems Inc. and the 4 1/2% Senior
Convertible Debentures due 2003 of Thermo Instrument Systems Inc.); and (h)
modification, renewals, extensions or refundings of any of the indebtedness,
leases, fees or obligations referred to in the preceding clauses (a), (b), (c),
(d), (e), (f) or (g) or debentures, notes or other evidences of indebtedness
issued in exchange therefor, provided that Senior Indebtedness shall not include
any particular indebtedness, lease, fee or obligation, modification, renewal,
extension or refunding or exchanged securities if, under the express provisions
of the instrument creating or evidencing the same, or pursuant to which the same
is outstanding, such indebtedness, lease, fee or obligation or such
modification, renewal, extension or refunding thereof or exchanged securities
are stated to be not superior in right of payment to the Guarantees. Most of
Thermo Electron's assets are owned by its subsidiaries. Thermo Electron's rights
as a shareholder and the rights of its creditors, including holders of the
Units, to participate in the assets of any subsidiary upon the latter's
liquidation or recapitalization will be subject to the prior claims of the
subsidiary's creditors. At September 28, 1996, the aggregate amount of Senior
Indebtedness and indebtedness of subsidiaries not constituting Senior
Indebtedness (but to which the Guarantees are effectively subordinated) was
approximately $503,076,000.
The obligations represented by the Guarantees will rank pari passu with
Thermo Electron's obligations with respect to its outstanding 4 1/4% Convertible
Subordinated Debentures due 2003. In addition, the obligations represented by
the Guarantees will rank pari passu with Thermo Electron's subordinated
guarantees of the principal, premium, if any, and interest on the NonInterest
Bearing Convertible Subordinated Debentures due 2003 issued by Thermedics Inc.,
the Non-Interest Bearing Convertible Subordinated Debentures due 2001 issued by
Thermo Ecotek Corporation, the 6 1/2% Convertible Subordinated Debentures due
1997 and the 4 5/8% Convertible Subordinated Debentures due 2003 issued by
Thermo Terra Tech Inc., the Non-Interest Bearing Convertible Subordinated
Debentures due 1997 issued by Thermo Cardiosystems Inc., the
40
<PAGE> 49
3 3/4% Convertible Subordinated Debentures due 2000 issued by Thermo Voltek
Corp., the 4 7/8% Convertible Subordinated Debentures due 2000 issued by Thermo
Remediation Inc., the 5% Convertible Subordinated Debentures due 2000 issued by
ThermoQuest Corporation and the 5% Convertible Subordinated Debentures due 2000
issued by Thermo Optek Corporation. In addition, the obligations represented by
the Guarantees will rank pari passu with Thermo Electron's subordinated
guarantees of the obligations to redeem the common stock of ThermoLyte
Corporation and Thermo Fibergen Inc. The obligation of ThermoLyte Corporation to
redeem its common stock requires ThermoLyte Corporation at the option of the
holders to redeem up to an aggregate of approximately 1,845,000 shares of its
common stock for $10.00 per share at the end of 1998 and 1999. The obligation of
Thermo Fibergen Inc. to redeem its common stock requires Thermo Fibergen at the
option of the holders to redeem up to an aggregate of approximately 4,715,000
shares of its common stock for $12.75 per share during the months of September
2000 and September 2001. As of September 28, 1996, the aggregate outstanding
principal amount of the above obligations was approximately $1,102,439,000.
In the event of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
connection herewith, relative to Thermo Electron or to its creditors as such, or
to its property, or in the event of any proceedings for voluntary liquidation,
dissolution or other winding up, of Thermo Electron, or in the event of any
assignment for the benefit of creditors of Thermo Electron or any marshaling of
assets of Thermo Electron, the holders of all Senior Indebtedness of Thermo
Electron will be entitled to receive payment in full of the principal of and
premium, if any, and interest, including interest accruing after the
commencement of any such proceeding, on all Senior Indebtedness of Thermo
Electron, before holders of the Units offered hereby will be entitled to receive
any payment in respect of the Guarantees. Upon the maturity of any Senior
Indebtedness of Thermo Electron by lapse of time, acceleration or otherwise,
such Senior Indebtedness of Thermo Electron shall first be paid in full (to the
same extent as provided in the preceding sentence) or provided for before any
payment is made by Thermo Electron, directly or indirectly, with respect to the
Redemption Rights. Upon the occurrence of any event of default with respect to
any Senior Indebtedness of Thermo Electron, as defined therein or in the
instrument under which it is outstanding, permitting the holders to accelerate
the maturity thereof, then, unless and until such event of default shall have
been cured or waived or shall have ceased to exist, no payment shall be made by
Thermo Electron, directly or indirectly, with respect to the Redemption Rights.
By reason of such subordination, in the event of insolvency, creditors of Thermo
Electron that are not holders of Senior Indebtedness of Thermo Electron may
recover less, ratably, than holders of Senior Indebtedness of Thermo Electron
and may recover more, ratably, than the holders of the Guarantees.
TRANSFER AGENT
The transfer agent for the Common Stock and the Units is American Stock
Transfer & Trust Company.
41
<PAGE> 50
TRANSACTIONS IN SECURITIES
During the 40 business days immediately preceding the date of this
Offer to Exchange the only transactions in the Company's Common Stock known to
the Company to have been effected by any of the Company, each executive officer
and director of the Company, Thermo Electron, ThermoTrex, each executive officer
and director of Thermo Electron or ThermoTrex, and any associate or subsidiary
of any such person, including any executive officer or director of any such
subsidiary, are as follows:
<TABLE>
<S> <C> <C> <C> <C>
Total
Date of Description of Price Per Share Consideration
Transaction Transaction Number of Shares (Paid) Received (Paid) Received
----------- ----------- ---------------- --------------- ---------------
</TABLE>
LEGAL MATTERS
The validity of the Units and the Guarantees to be issued in connection
with the Offer will be passed upon for ThermoLase and Thermo Electron,
respectively, by Seth H. Hoogasian, Esq., General Counsel of the Company,
ThermoTrex and Thermo Electron. Mr. Hoogasian is a full time employee of Thermo
Electron and owns or has the right to acquire 12,800 shares of Common Stock,
7,800 shares of common stock of ThermoTrex and 115,927 shares of common stock of
Thermo Electron.
42
<PAGE> 51
EXPERTS
The financial statements of the Company and Thermo Electron included or
incorporated by reference in this Offer to Exchange 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 included or
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports. Reference is made to
said report with respect to Thermo Electron's financial statements which
includes an explanatory fourth paragraph with respect to the change in method of
accounting for investments in debt and marketable equity securities in 1994 as
discussed in Note 2 to the financial statements.
43
<PAGE> 52
Facsimile copies of the Letter of Transmittal will be accepted. The Letter of
Transmittal, certificates for shares of Common Stock, Additional Payments and
any other required documents should be sent to the Exchange Agent as set forth
below.
The Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Facsimile: By Hand:
Confirm by Telephone:
If you have any additional questions, or need additional copies of this Offer to
Exchange, the Letter of Transmittal or any other Offer materials, please contact
the Information Agent at its telephone number and address listed below.
The Information Agent:
NATIONAL WESTMINSTER BANK PLC -- NEW YORK BRANCH
175 Water Street
20th Floor
New York, New York 10038
(212) 602-5609
Attn: Austin Chen
44
<PAGE> 53
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law and the Registrants' Certificates
of Incorporation and By-Laws limit the monetary liability of directors to the
Company, Thermo Electron and their respective shareholders and provide for
indemnification of their respective 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 or Thermo Electron, as the case may be, and with respect to any
criminal action or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. The Registrants also have indemnification
agreements with their respective directors and officers that provide for the
maximum indemnification allowed by law.
Thermo Electron 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
See the Exhibit Indexes included immediately preceding the exhibits to
this Registration Statement.
(b) FINANCIAL STATEMENT SCHEDULES
All schedules required under Regulation S-X are hereby incorporated by
reference.
ITEM 22. UNDERTAKINGS
Each of the undersigned Registrants hereby undertakes to
respond to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(b) Each of the undersigned Registrants hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report
II-1
<PAGE> 54
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (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, as amended), 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 deemed to be the initial bona fide offering thereof.
(h) Each of the undersigned Registrants hereby undertakes that,
insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions contained in the Certificate of Incorporation and
By-Laws of the Registrant and the laws of the State of Delaware, 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 Securities 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 counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Each of the undersigned Registrants hereby undertakes to
supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.
II-2
<PAGE> 55
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on this 10th day of January, 1997.
THERMOLASE CORPORATION
By: /s/ John C. Hansen
-------------------------------------------
John C. Hansen
President and Chief Executive Officer
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
registrant 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 10th day of January, 1997.
THERMO ELECTRON CORPORATION
By: /s/ George N. Hatsopoulos
-------------------------------------------
George N. Hatsopoulos
Chairman and Chief Executive Officer
<PAGE> 57
POWERS OF ATTORNEY AND SIGNATURES
AS TO THE COMPANY:
We, the undersigned officers and directors of ThermoLase Corporation,
hereby constitute and appoint John N. Hatsopoulos, Paul F. Kelleher, Seth H.
Hoogasian, Sandra L. Lambert, Jonathan W. Painter and John C. Hansen, and each
of them singly, our true and lawful attorneys with full powers of substitution,
to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-4 filed herewith and any and all amendments to
said Registration Statement (including post-effective amendments), and generally
to do all such things in our names and on our behalf in our capacities as
officers and directors to enable ThermoLase Corporation to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John C. Hansen President, Chief Executive January 10, 1997
- -------------------------------------------- Officer and Director (Principal
John C. Hansen Executive Officer)
/s/ John N. Hatsopoulos Vice President and Chief January 10, 1997
- -------------------------------------------- Financial Officer
John N. Hatsopoulos (Principal Financial Officer)
/s/ Paul F. Kelleher Chief Accounting Officer and January 10, 1997
- -------------------------------------------- Director (Principal Accounting
Paul F. Kelleher Officer)
/s/ Gary S. Weinstein Chairman of the Board and January 10, 1997
- -------------------------------------------- Director
Gary S. Weinstein
/s/ Carliss Y. Baldwin Director January 10, 1997
- --------------------------------------------
Carliss Y. Baldwin
Director
- --------------------------------------------
Elias P. Gyftopoulos
/s/ Robert C. Howard Director January 10, 1997
- --------------------------------------------
Robert C. Howard
</TABLE>
<PAGE> 58
<TABLE>
<S> <C> <C>
/s/ Anthony J. Pellegrino Director January 10, 1997
- --------------------------------------------
Anthony J. Pellegrino
/s/ Firooz Rufeh Director January 10, 1997
- --------------------------------------------
Firooz Rufeh
/s/ Kenneth Y. Tang Director January 10, 1997
- --------------------------------------------
Kenneth Y. Tang
/s/ Nicholas T. Zervas Director January 10, 1997
- --------------------------------------------
Nicholas T. Zervas
</TABLE>
<PAGE> 59
POWERS OF ATTORNEY AND SIGNATURES
AS TO THERMO ELECTRON:
We, the undersigned officers and directors of Thermo Electron
Corporation, hereby constitute and appoint John N. Hatsopoulos, Paul F.
Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and each
of them singly, our true and lawful attorneys with full powers of substitution,
to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-4 filed herewith and any and all amendments to
said Registration Statement (including post-effective amendments), and generally
to do all such things in our names and on our behalf in our capacities as
officers and directors to enable Thermo Electron Corporation to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George N. Hatsopoulos Chief Executive Officer, January 10, 1997
- -------------------------------------------- Chairman of the Board and Director
George N. Hatsopoulos (Principal Executive Officer)
/s/ John N. Hatsopoulos President and Chief Financial January 10, 1997
- -------------------------------------------- Officer (Principal Financial Officer)
John N. Hatsopoulos
/s/ Paul F. Kelleher Vice President, Finance (Principal January 10, 1997
- -------------------------------------------- Accounting Officer)
Paul F. Kelleher
/s/ John M. Albertine Director January 10, 1997
- --------------------------------------------
John M. Albertine
/s/ Peter O. Crisp Director January 10, 1997
- --------------------------------------------
Peter O. Crisp
Director
- --------------------------------------------
Elias P. Gyftopoulos
Director
- --------------------------------------------
Frank Jungers
/s/ Robert A. McCabe Director January 10, 1997
- --------------------------------------------
Robert A. McCabe
</TABLE>
<PAGE> 60
<TABLE>
<S> <C> <C>
/s/ Frank E. Morris Director January 10, 1997
- --------------------------------------------
Frank E. Morris
/s/ Donald E. Noble Director January 10, 1997
- --------------------------------------------
Donald E. Noble
/s/ Hutham S. Olayan Director January 10, 1997
- --------------------------------------------
Hutham S. Olayan
/s/ Roger D. Wellington Director January 10, 1997
- --------------------------------------------
Roger D. Wellington
</TABLE>
<PAGE> 61
THERMOLASE CORPORATION
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
*4.1 Form of Unit Certificate.
*4.2 Form of Guarantee Agreement between Thermo Electron and
ThermoLase
*5.1 Opinion of Seth H. Hoogasian, Esq.
*23.1 Consent of Seth H. Hoogasian, Esq. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (See Signature Page of this Registration
Statement)
*99.1 Form of Letter of Transmittal
*99.2 Form of Notice of Guaranteed Delivery
*99.3 Form of Exchange Agent Agreement between the Exchange Agent
and ThermoLase
*99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
*99.5 Form of Letter to Clients
- ----------------
* To be filed by amendment
<PAGE> 62
THERMO ELECTRON CORPORATION
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
*4.1 Form of Guarantee Agreement between Thermo Electron and
ThermoLase
*5.1 Opinion of Seth H. Hoogasian, Esq.
*23.1 Consent of Seth H. Hoogasian, Esq. (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (See Signature Page of this Registration
Statement)
- ----------------
* To be filed by amendment
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ThermoLase Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 1, 1996,
included in ThermoLase Corporation's Annual Report on Form 10-K for the year
ended September 28, 1996 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 9, 1997
<PAGE> 2
EXHIBIT 23.2
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
