UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
KFx, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
48245L107
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(617) 622-1000 Waltham, MA 02254
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31. 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No. 48245L 10 7 Schedule 13D Page 2 of 11 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 12,300
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
0
EACH 9 SOLE DISPOSITIVE POWER
12,300
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ X ]
12,300
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON *
HC, CO
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CUSIP No. 48245L 10 7 Schedule 13D Page 3 of 11 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Ecotek Corporation
IRS No. 04-3072335
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 4,250,000
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
4,250,000
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.8
14 TYPE OF REPORTING PERSON *
CO
PAGE
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CUSIP No. 48245L 10 7 Schedule 13D Page 4 of 11 Pages
The following information in this Amendment No. 2 to Schedule 13D
supersedes the information reported by Thermo Electron Corporation and
Thermo Ecotek Corporation in their original filing of Schedule 13D on
August 28, 1995, as amended.
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of common stock, $.001 par
value per share (the "Shares"), of KFx Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 1999 Broadway, Suite 2505,
Denver, Colorado 80202.
Item 2. Identity and Background.
This Schedule 13D is being filed by Thermo Electron Corporation
("Thermo Electron") and Thermo Ecotek Corporation ("Thermo Ecotek").
The principal business address of Thermo Electron is 81 Wyman Street,
Waltham, Massachusetts 02254. The principal business address of Thermo
Ecotek is 245 Winter Street, Waltham, Massachusetts 02154. Both Thermo
Electron and Thermo Ecotek are Delaware corporations. Thermo Ecotek is an
83%-owned public subsidiary of Thermo Electron.
Thermo Electron's principal businesses include the development,
manufacture and marketing of analytical and environmental-monitoring
instruments, biomedical products, papermaking and recycling equipment,
biomass electric power generation and other specialized products. Thermo
Electron also provides a range of services related to environmental
quality.
Thermo Ecotek is involved in clean combustion and engineered clean
fuels as well as a range of other environmentally sound technologies.
Appendix A attached to this Schedule 13D sets forth with respect to
each executive officer and director of Thermo Electron and Thermo Ecotek
his or her (a) name; (b) residence or business address; (c) present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted; and (d) citizenship. To the knowledge of Thermo Electron,
there is no person who may be deemed to be a controlling person of Thermo
Electron.
During the last five years, neither Thermo Electron, Thermo Ecotek nor
(to the knowledge of Thermo Electron or Thermo Ecotek) any executive
officer or director of Thermo Electron or Thermo Ecotek has been (a)
convicted in a criminal proceeding, or (b) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which resulted
in a judgment, decree or final order (i) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or (ii) finding a violation with respect to such laws.
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CUSIP No. 48245L 10 7 Schedule 13D Page 5 of 11 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price for all of the Shares purchased by Thermo Ecotek
and Thermo Electron was funded from working capital.
Item 4. Purpose of Transaction.
The 4,250,000 Shares beneficially owned by Thermo Ecotek consist of
(a) 1,500,000 Shares purchased by Thermo Ecotek for a price of $2.00 per
share on August 29, 1995 pursuant to a Stock Purchase Agreement between
Thermo Ecotek and the Issuer dated August 18, 1995 (the "Purchase
Agreement"), (b) 1,500,000 Shares purchased by Thermo Ecotek for a price of
$2.00 per share pursuant to the Purchase Agreement on December 28, 1995 and
(c) 1,250,000 shares purchased by Thermo Ecotek for a price of $2.00 per
share pursuant to the Purchase Agreement on January 31, 1997.
Simultaneously with the execution of the Purchase Agreement, the Issuer
granted to Thermo Ecotek a warrant to purchase an additional 7,750,000
Shares ("Warrant A") at a price of $3.65 per Share and a warrant to
purchase a number of Shares that, in addition to all other Shares owned by
Thermo Ecotek, would result in Thermo Ecotek owning 51% of the Shares on a
fully-diluted basis ("Warrant B" and, collectively with Warrant A, the
"Warrants") at a price per Share equal to the market price of a Share at
the time of exercise. The Warrants are not exercisable until January 1,
2000. The parties have entered into a Registration Rights Agreement
covering all of the Shares issuable pursuant to the Purchase Agreement and
the Warrants. In addition, Thermo Ecotek, the Issuer and Theodore Venners,
Chairman of the Board of the Issuer and the holder of approximately 28% of
the Shares (the "Shareholder") entered into a Stockholders' Voting and
Co-Sale Agreement on August 18, 1995, pursuant to which (i) the Issuer
agreed to increase the size of its Board of Directors from five to six and
to elect Brian D. Holt, President of Thermo Ecotek, to such Board and (ii)
the Shareholder agreed to vote all Shares owned by the Shareholder, and the
Issuer agreed to use its best efforts: (A) to cause such increase in the
number of Directors and to elect Mr. Holt; (B) at any time after Thermo
Ecotek has exercised Warrant A in full, to fix the number of directors of
the Issuer at such number, and to elect such number of directors of the
Issuer as designated by Thermo Ecotek, as shall be sufficient to provide
Thermo Ecotek with at least one-third of the members of the Issuer's Board
of Directors; and (C) at any time after Thermo Ecotek has exercised Warrant
B in full, to fix the number of directors of the Issuer at such number, and
to elect such number of directors of the Issuer as designated by Thermo
Ecotek, as shall be sufficient to provide Thermo Ecotek with a majority of
the members of the Issuer's Board. Mr. Holt was elected to the Board of
Directors of the Issuer on October 23, 1995.
Thermo Ecotek and the Issuer entered into the above-described
agreements in connection with their creation of a partnership in which
Thermo Ecotek will invest approximately $48,000,000 for the design,
construction, and operation of a coal production facility to be located in
Gillette, Wyoming. The facility will utilize a patented technology, known
as K-Fuels, the rights to which are held by the Issuer. The Shares
acquired by Thermo Electron were acquired for investment purposes.
PAGE
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CUSIP No. 48245L 10 7 Schedule 13D Page 6 of 11 Pages
Except as set forth in this Item 4, neither Thermo Electron nor Thermo
Ecotek nor, to Thermo Electron's or Thermo Ecotek's knowledge, any of the
executive officers or directors of Thermo Electron or Thermo Ecotek, has
any current plans or proposals which relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Thermo Ecotek beneficially owns 4,250,000 Shares, 17.8% of the
outstanding Shares, and has the right to acquire additional Shares as
described in Item 4 above. Thermo Electron beneficially owns 12,300
Shares, 0.1% of the outstanding Shares. Neither Thermo Electron nor Thermo
Ecotek beneficially owns any other Shares. To the knowledge of Thermo
Electron and Thermo Ecotek, no executive officer or director of Thermo
Electron or Thermo Ecotek beneficially owns any Shares.
(b) Thermo Ecotek has the sole power to vote and dispose of any
Shares owned by it. By virtue of its approximately 83% ownership of Thermo
Ecotek, Thermo Electron may be deemed to have the power to vote and dispose
of any Shares owned by Thermo Ecotek. However, Thermo Electron disclaims
the existence of a group between it and Thermo Ecotek for purposes of this
Schedule 13D.
(c) Thermo Electron acquired 4,500 Shares and 7,800 Shares in open
market purchases on January 15, 1997 and January 16, 1997, respectively, in
each case at a price of $5.00 per share.
To the knowledge of Thermo Electron and Thermo Ecotek, no executive
officer or director of Thermo Electron or Thermo Ecotek has effected any
transactions in the Shares during the past 60 days.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See the description of the terms of the Purchase Agreement provided in
response to Item 4.
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CUSIP No. 48245L 10 7 Schedule 13D Page 7 of 11 Pages
Item 7. Material to be filed as Exhibits.
(i) Stock Purchase Agreement dated August 18, 1995 between Thermo
Ecotek and the Issuer, and related Side Letter.*
(ii) Stock Purchase Warrants dated August 18, 1995 between Thermo
Ecotek and the Issuer.*
(iii)Registration Rights Agreement dated August 18, 1995 between
Thermo Ecotek and the Issuer.*
(iv) Stockholders' Voting and Co-Sale Agreement dated August 18, 1995
among Thermo Ecotek, the Issuer, and certain Stockholders of the
Issuer.*
___________________________
* Filed as an exhibit to the Schedule 13D filed by Thermo Electron and
Thermo Ecotek on August 28, 1995.
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CUSIP No. 48245L 10 7 Schedule 13D Page 8 of 11 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February __, 1997 THERMO ELECTRON CORPORATION
By:
-------------------------
Jonathan W. Painter
Treasurer
THERMO ECOTEK CORPORATION
By:
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Brian D. Holt
President
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CUSIP No. 48245L 10 7 Schedule 13D Page 9 of 11 Pages
APPENDIX A
The following individuals are executive officers or directors of
Thermo Electron or Thermo Ecotek. Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise indicated,
the business address of each executive officer of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02254 and the business address of
each executive officer of Thermo Ectoek is 245 Winter Street, Waltham,
Massachusetts 02154.
John M. Albertine: Director, Thermo Electron
Dr. Albertine is Chairman of the Board and Chief Executive Officer of
Albertine Enterprises, Inc., an economic and public policy consulting firm.
His business address is Albertine Enterprises, Inc., 1156 15th Street, NW,
Suite 505, Washington, D.C. 20005
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp is a General Partner of Venrock Associates, a venture
capital investment firm. His business address is 30 Rockefeller Plaza,
Room 5600, New York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
Dr. Gyftopoulos is the Ford Professor of Mechanical Engineering and of
Nuclear Engineering at the Massachusetts Institute of Technology. His
business address is Massachusetts Institute of Technology, Room 24-109, 77
Massachusetts Avenue, Cambridge, Massachusetts 02139.
Frank Jungers: Director, Thermo Electron; Director, Thermo
Ecotek
Mr. Jungers is a consultant on business and energy matters. His
business address is 822 NW Murray, Suite 212, Portland, Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is President of Pilot Capital Corporation, a firm
specializing in private investments and acquisition services. His business
address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New
York, New York 10022.
Frank E. Morris: Director, Thermo Electron
Mr. Morris is retired. His address is 618 Shoreline Drive, Naples,
Florida 34119.
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CUSIP No. 48245L 10 7 Schedule 13D Page 10 of 11 Pages
Donald E. Noble: Director, Thermo Electron
Mr. Noble is a business consultant. His business address is c/o
Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Hutham S. Olayan: Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America
Corporation and Competrol Real Estate Limited. Her business address is
Olayan American Corporation, 505 Park Avenue, Suite 1100, New York, New
York 10022. Ms. Olayan is a citizen of Saudi Arabia.
Roger D. Wellington: Director, Thermo Electron
Mr. Wellington is the President and Chief Executive Officer of
Wellington Consultants, Inc. and Wellington Associates, international
business consulting firms. His address is 5555 Gulf of Mexico Drive, Unit
302, Longboat Key, Florida 34228.
Nicholas T. Zervas: Director, Thermo Ecotek
Dr. Zervas is Chief of Neurological Service, Massachusetts General
Hospital. His business address is Massachusetts General Hospital,
Neurosurgery Department, Boston, Massachusetts 02114.
George N. Hatsopoulos: Director, Chairman of the Board, President
and Chief Executive Officer, Thermo Electron;
Director, Thermo Ecotek
John N. Hatsopoulos: President and Chief Financial Officer, Thermo
Electron; Director, Vice President and Chief
Financial Officer, Thermo Ecotek
Peter G. Pantazelos: Executive Vice President, Thermo Electron
Arvin H. Smith: Executive Vice President, Thermo Electron
William A. Rainville: Senior Vice President, Thermo Electron;
Director, Thermo Ecotek
John W. Wood Jr.: Senior Vice President, Thermo Electron
Paul F. Kelleher: Vice President, Finance, Thermo Electron;
Chief Accounting Officer, Thermo Ecotek
Jerry P. Davis: Director, Thermo Ecotek
Mr. Davis's business address is c/o Thermo Ecotek Corporation, 245
Winter Street, Waltham, Massachusetts 02154.
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CUSIP No. 48245L 10 7 Schedule 13D Page 11 of 11 Pages
Susan F. Tierney Director, Thermo Ecotek
Ms. Tierney is a Managing Consultant with the Economics Resource
Group, Inc. Her business address is c/o The Economics Resource Group,
Inc., One Mifflin Place, Cambridge, Massachusetts 02138.
Brian D. Holt: President, Chief Executive Officer and
Director, Thermo Ecotek
Parimal S. Patel: Executive Vice President, Project Finance,
Thermo Ecotek
Robert R. Fini: Vice President, Technical Services, Thermo
Ecotek
Floyd M. Gent: Vice President, Asset Management, Thermo
Ecotek
Brian Chatlosh Vice President, Business Development,
Thermo Ecotek
Randall W. Miselis Vice President, Accounting & Administration,
Thermo Ecotek
Robert P. Nordstrom Vice President, Business Development-Asia,
Thermo Ecotek
AA970310012
