UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Thermo Optek Corporation
------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------
(Title of Class of Securities)
883582-10-8
------------------
(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)
March 31, 1997
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
PAGE
<PAGE>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Instrument Systems Inc.
IRS No. 04-2925809
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
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
44,999,950
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
44,999,950
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,999,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
92.9%
14 TYPE OF REPORTING PERSON*
CO
PAGE
<PAGE>
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
NUMBER OF
950,401
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
950,401
REPORTING
10 SHARED VOTING POWER
PERSON WITH 0
PAGE
<PAGE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,401
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
14 TYPE OF REPORTING PERSON*
CO
PAGE
<PAGE>
Item 1. Security and Issuer.
This Amendment relates to the shares (the "Shares") of common stock,
par value $0.01 per share, of Thermo Optek Corporation (the "Issuer"). The
Issuer's principal executive offices are located at 8E Forge Parkway,
Franklin, Massachusetts 02038.
Item 2. Identity and Background.
This Amendment is being filed by Thermo Electron Corporation ("Thermo
Electron") and its subsidiary Thermo Instrument Systems Inc. ("Thermo
Instrument" and, together with Thermo Electron, the "Reporting Persons").
The Reporting Persons are filing this Amendment pursuant to Rule 13d-2 to
reflect an increase in the Reporting Persons' holdings of the Issuer's
Shares since the Reporting Persons' last filing on Schedule 13D, in July,
1996, of more than one percent.
The principal business address and principal office address of Thermo
Electron is 81 Wyman Street, Waltham, MA 02254-9046 and the principal
business address and principal office address of Thermo Instrument is 1275
Hammerwood Avenue, Sunnyvale, California 94089. The Reporting Persons are
both Delaware corporations.
Thermo Electron develops, manufactures, and markets environmental,
analytical and process control instruments, cogeneration and
alternative-energy power plants, low-emission combustion systems, paper and
waste-recycling equipment, and biomedical products. Thermo Electron also
provides a range of services including environmental remediation and
consulting, laboratory analysis, and metals fabrication and processing, as
well as research and product development in unconventional imaging,
adaptive optics and direct energy conversion.
Thermo Instrument develops, manufactures, and markets instruments
used to detect and measure air pollution, radioactivity, complex chemical
compounds, toxic metals, and other elements in a broad range of liquids and
solids as well as to control and monitor various industrial processes.
Appendix A attached to this Schedule 13D sets forth with respect to
each executive officer and director of the Reporting Persons his or her (a)
name; (b) residence or business address; (c) present principal occupation
or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted;
and (d) citizenship. To the knowledge of the Reporting Persons, there is
no person who may be deemed to be a controlling person of the Reporting
Persons (except that Thermo Electron may be deemed to control Thermo
Instrument by virtue of its majority ownership).
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
PAGE
<PAGE>
During the last five years, neither the Reporting Persons nor (to the
knowledge of the Reporting Persons) any executive officer or director of
the Reporting Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order (i) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or (ii) finding a violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons have expended approximately $3,753,400 in
purchasing Shares of the Issuer since the date of their last filing on
Schedule 13D. These funds were paid out of the Reporting Persons' working
capital.
Item 4. Purpose of Transaction
Thermo Instrument may make purchases of Shares or other securities of
the Issuer in such manner and in such amounts as it determines to be
appropriate in order to maintain at least 80% ownership of the Issuer for
tax consolidation purposes. The Reporting Persons may also make additional
purchases of Shares or other securities of the Issuer in such manner and in
such amounts as they determine to be appropriate for other purposes. In
determining whether to do so for other purposes, they will consider various
relevant factors, including their evaluation of the Issuer's business,
prospects and financial condition, amounts and prices of available
securities of the Issuer, the market for the Issuer's securities, other
opportunities available to the Reporting Persons and general market and
economic conditions. Purchases may be made either on the open market or
directly from the Issuer.
Except as set forth in this Item 4 and Item 6, neither the Reporting
Persons nor, to the Reporting Persons' knowledge, any of the executive
officers or directors of the Reporting Persons has any current plans or
proposals which relate to or would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D, although the
Reporting Persons and such other persons do not rule out the possibility of
effecting or seeking to effect any such actions in the future.
Item 5. Interest in Securities of the Issuer.
(a) Thermo Instrument beneficially owns 44,999,450 Shares, or
approximately 92.9% of the outstanding Shares. Thermo Electron
beneficially owns 950,401 Shares, or approximately 1.9% of the outstanding
Shares. Of the 950,401 Shares owned by Thermo Electron, 673,401 Shares are
issuable to Thermo Electron if it elects to convert in full its
subordinated convertible debentures of the Issuer. To the knowledge of the
Reporting Persons, the executive officers and directors of the Reporting
Persons beneficially own an aggregate of 741,934 Shares or approximately
1.5% of the outstanding Shares. To the knowledge of the Reporting Persons,
the Shares beneficially owned by all executive officers and directors of
the Reporting Persons include 627,000 Shares that such persons have the
right to acquire within 60 days through the exercise of stock options.
PAGE
<PAGE>
Ownership information for each executive officer and director of the
Reporting Persons who owns Shares is set forth below:
Name Number of Shares(1)
---- -------------------
Richard W.K. Chapman 15,500
George N. Hatsopoulos 110,000
John N. Hatsopoulos 120,000
Denis A. Helm 15,200
Barry S. Howe 15,000
Frank Jungers 10,000
Paul F. Kelleher 6,000
Earl R. Lewis 254,000
Robert A. McCabe 59,734
Peter G. Pantazelos 8,500
William A. Rainville 15,000
Arvin H. Smith 98,000
John W. Wood, Jr. 15,000
All directors and current executive 741,934
officers as a group (22 persons)
____________
(1) Shares reported as beneficially owned by Dr. Chapman, Dr. G.
Hatsopoulos, Mr. J. Hatsopoulos, Mr. Helm, Mr. Howe, Mr. Kelleher, Mr.
Lewis, Mr. McCabe, Mr. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wood and
all directors and executive officers as a group include 15,000, 90,000,
90,000, 15,000, 15,000, 6,000, 225,000, 45,000, 6,000, 15,000, 90,000,
15,000 and 627,000 Shares, respectively, that such person or member of the
group has the right to acquire within 60 days.
While certain directors and executive officers of the Reporting
Persons are also directors and executive officers of the Issuer, all such
persons disclaim beneficial ownership of the Shares owned by the Reporting
Persons.
(b) The Reporting Persons and the executive officers and directors of
the Reporting Persons have the sole power to vote and dispose of the Shares
each such person owns except as follows: Shares beneficially owned by Mr.
Earl R. Lewis include 2,500 Shares owned by his spouse and 2,000 Shares
owned by his sons. Shares beneficially owned by Mr. Robert A. McCabe
include 6,734 Shares issuable upon conversion of $100,000 in principal
amount of the 5% convertible subordinated debenture due 2000 issued by the
Issuer. Shares beneficially owned by Ms. Hutham S. Olayan do not include
20,000 Shares owned by Crescent Growth Fund, Ltd., which is indirectly
controlled by Mr. Suliman S. Olayan, Ms. Olayan's father. Ms. Olayan
disclaims beneficial ownership of the Shares owned by Crescent Growth Fund,
Ltd.
PAGE
<PAGE>
Thermo Electron presently owns more than 50% of the outstanding common
stock of Thermo Instrument and, therefore, may be deemed to have the power
to vote and dispose of the Shares owned by Thermo Instrument. However,
Thermo Electron and Thermo Instrument disclaim the existence of a group
between the two entities for purposes of this Schedule 13D.
(c) The Reporting Persons have effected no transactions with respect
to the Shares during the past 60 days. To the knowledge of the Reporting
Persons, no executive officer or director of the Reporting Persons has
effected any transactions in Shares of the Issuer in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Of the 44,999,950 Shares beneficially owned by Thermo Instrument,
520,500 Shares are subject to options to acquire such Shares granted by
Thermo Instrument pursuant to its director and employee stock option plans.
Of the 950,401 Shares beneficially owned by Thermo Electron (i) 673,401
Shares are issuable to Thermo Electron if it elects to convert in full its
subordinated convertible debentures of the Issuer and (ii) 167,286 Shares
are subject to options to acquire such Shares granted by Thermo Electron
pursuant to its director and employee stock option plans. The executive
officers and directors of the Reporting Persons have the right, pursuant to
such options, to acquire 81,000 Shares. In addition, the following
executive officers and directors of the Reporting Persons have the right to
acquire Shares from the Issuer pursuant to the Issuer's director and
employee stock option plans: Earl R. Lewis has the right to acquire
225,000 Shares within 60 days; George N. Hatsopoulos has the right to
acquire 90,000 Shares within 60 days; John N. Hatsopoulos has the right to
acquire 90,000 Shares within 60 days; Robert A. McCabe has the right to
acquire 45,000 Shares within 60 days; Paul F. Kelleher has the right to
acquire 6,000 Shares within 60 days; and Arvin H. Smith has the right to
acquire 90,000 Shares within 60 days.
During 1996, the Human Resources Committee of the Board of Directors
of the Issuer (the "Committee") established a stock holding policy for
executive officers of the Issuer. The stock holding policy specifies an
appropriate level of ownership of the Issuer's Common Stock as a multiple
of the officer's compensation. For the chief executive officer, Earl R.
Lewis, the multiple is one times his base salary and reference bonus for
the calendar year. For all other officers, the multiple is one times the
officer's base salary.
In order to assist officers in complying with the policy, the
Committee also adopted a stock holding assistance plan under which the
Issuer is authorized to make interest-free loans to officers to enable them
to purchase shares of the Common Stock in the open market. The loans are
required to be repaid upon the earlier of demand or the fifth anniversary
of the date of the loan, unless otherwise authorized by the Committee.
PAGE
<PAGE>
During 1996, Earl R. Lewis, the Issuer's chief executive officer, received
a loan in the principal amount of $194,029.50 under this plan.
The Committee also adopted a policy requiring its executive officers
to hold shares of the Issuer's Common Stock acquired upon the exercise of
stock options granted by the Issuer. Under this policy, executive officers
are required to hold one-half of their net option exercises over a period
of five years. The net option exercise is determined by calculating the
number of shares acquired upon exercise of a stock option, after deducting
the number of shares that could have been traded to exercise the option and
the number of shares that could have been surrendered to satisfy tax
withholding obligations attributable to the exercise of the options.
During 1996, the Committee established a stock holding policy for the
Issuer's directors, including persons who are also directors or executive
officers of the Reporting Persons (George N. Hatsopoulos, Earl R. Lewis,
Robert A. McCabe, and Arvin H. Smith). The stock holding policy requires
each director to hold a minimum of 1,000 shares of Common Stock.
In addition, the Committee adopted a policy requiring directors to
hold shares of the Issuer's Common Stock equal to one-half of their net
option exercises over a period of five years. The net option exercise is
determined by calculating the number of shares acquired upon exercise of a
stock option, after deducting the number of shares that could have been
traded to exercise the option and the number of shares that could have been
surrendered to satisfy tax withholding obligations attributable to the
exercise of the option.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) Equity Incentive Plan of the Issuer (filed as Exhibit 10.6
to the Issuer's Registration Statement on Form S-1 [Reg. No. 333-03630] and
incorporated herein by reference).
(ii) Directors' Stock Option Plan of the Issuer (filed as Exhibit
10.8 to the Issuer's Registration Statement on Form S-1 [Reg. No.
333-03630] and incorporated herein by reference).
(iii) Directors' Stock Option Plan of Thermo Instrument (filed as
Exhibit 10.17 to Thermo Instrument's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated
herein by reference).
(iv) Thermo Instrument Systems Inc. - Thermo Optek Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.27 to Thermo
Instrument's Annual Report on Form 10-K for the fiscal year ended December
28, 1996 [File No. 1-9786] and incorporated herein by reference).
(v) Amended and Restated Directors' Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to Thermo Electron's Annual Report on Form
PAGE
<PAGE>
10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
(vi) Thermo Electron Corporation-Thermo Optek Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.42 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended December 30, 1995
[File No. 1-8002] and incorporated herein by reference).
(vii) Restated Stock Holding Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.15 to the Annual Report on Form 10-K
of the Issuer for the fiscal year ended December 28, 1996 [File No.
1-11757] and incorporated herein by reference).
(viii) Fiscal Agency Agreement dated as of October 12, 1995,
between the Issuer and the Chase Manhattan Bank (formerly Chemical Bank)
(filed as Exhibit 10.10 to the Issuer's Registration Statement on Form S-1
[Reg. No. 333-0360] and incorporated herein by reference).
PAGE
<PAGE>
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the Reporting Persons certify that the information set forth in
this statement is true, complete and correct.
Date: June 13, 1996 THERMO ELECTRON CORPORATION
By: /s/ Sandra L. Lambert
-----------------------------
Sandra L. Lambert
Secretary
Date: June 13, 1996 THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Sandra L. Lambert
-----------------------------
Sandra L. Lambert
Secretary
PAGE
<PAGE>
APPENDIX A
----------
The following individuals are executive officers or directors of
Thermo Electron Corporation ("Thermo Electron") and/or its subsidiary
Thermo Instrument Systems Inc. ("TISI"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of Thermo Electron Corporation
is Thermo Electron Corporation, 81 Wyman Street, Waltham, Massachusetts
02254-9046 and the business address of each executive officer of TISI is
Thermo Instrument Systems Inc., 1275 Hammerwood Avenue, Sunnyvale,
California 94089.
Frank Borman: Director, TISI
-------------
Mr. Borman is President and Chief Executive Officer of Patlex
Corporation, a patent licensing corporation. His business address is 250
Cotorro Court, Suite 4, Las Cruces, New Mexico 88005.
John M. Albertine: Director, Thermo Electron
------------------
Dr. Albertine is Chairman of the Board and Chief Executive Officer of
Albertine Enterprises, Inc., an economic and public policy consulting firm.
His business address is Albertine Enterprises, Inc., 1156 15th Street N.W.,
Suite 505, Washington, DC 20005.
Peter O. Crisp: Director, Thermo Electron
---------------
Mr. Crisp is a General Partner of Venrock Associates, a venture
capital investment firm. His business address is 30 Rockefeller Plaza, New
York, New York 10112.
Elias P. Gyftopoulos: Director, Thermo Electron
---------------------
Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute
of Technology. His business address is Massachusetts Institute of
Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts
02139.
Frank Jungers: Director, Thermo Electron
-------------
Mr. Jungers is a consultant on business and energy matters. His
business address is 822 N.W. Murray, Suite 242, Portland, Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
-----------------
Mr. McCabe is President of Pilot Capital Corporation, a firm
specializing in private investments and acquisition services. His business
address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New
York, New York 10022.
Frank E. Morris: Director, Thermo Electron
----------------
PAGE
<PAGE>
Dr. Morris served as President of the Federal Reserve Bank of Boston
from 1968 until he retired in 1988. Dr. Morris also served as the Peter
Drucker Professor of Management at Boston College from 1989 to 1994. His
residential address is P.O. Box 825, 24 Sugarhouse Road, New London, New
Hampshire 03257.
Donald E. Noble: Director, Thermo Electron
----------------
For more than 20 years, from 1959 to 1980, Mr. Noble served as the
Chief Executive Officer of Rubbermaid, Incorporated, first with the title
of President and then as Chairman of the Board. His business address is
Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691.
Hutham S. Olayan: Director, Thermo Electron
-----------------
Ms. Olayan is the President and a director of Olayan America
Corporation and President of Competrol Real Estate Limited, firms engaged
in advisory services and private real estate investments. Her business
address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms.
Olayan is a citizen of Saudi Arabia.
Roger D. Wellington: Director, Thermo Electron
--------------------
Mr. Wellington is a business consultant. His address is P.O. Box
8186, Longboat Key, Florida 34228.
Polyvios C. Vintiadis: Director, TISI
---------------------
Mr. Vintiadis is the Chairman and Chief Executive Officer of Towermarc
Corporation, a real estate development company. His business address is
Towermarc, 2 Pickwick Plaza, 4th Floor, Greenwich, CT 06830.
George N. Hatsopoulos: Director, Chairman of the
---------------------
Board and Chief Executive
Officer, Thermo Electron
John N. Hatsopoulos: President and Chief Financial
-------------------
Officer, Thermo Electron
Director, Vice President
and Chief Financial Officer
TISI
Arvin H. Smith: Director and Chief Executive
--------------
Officer, TISI
Executive Vice President
Thermo Electron
Denis A. Helm: Senior Vice President, TISI
-------------
Earl R. Lewis: President and Chief Operating
-------------
Officer, TISI
PAGE
<PAGE>
Richard W.K. Chapman: Vice President, TISI
--------------------
Barry S. Howe: Vice President, TISI
-------------
Paul F. Kelleher: Senior Vice President, Finance
----------------
and Administration
and Chief Accounting
Officer, Thermo Electron
Chief Accounting Officer,
TISI
Peter G. Pantazelos: Executive Vice President,
-------------------
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
--------------
Thermo Electron
William A. Rainville: Senior Vice President,
--------------------
Thermo Electron
John W. Wood, Jr.: Senior Vice President,
-----------------
Thermo Electron
AA961900037
