UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Metrika Systems Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
59159M 10 6
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781)622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02254-9046
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 17, 1998
- -------------------------------------------------------------------------------
(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 (the "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>
- ------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
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
- --------------------------- ----------- ---------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 5,374,900
- --------------------------- ----------- ---------------------------------------
8 SHARED VOTING POWER
0
- --------------------------- ----------- ---------------------------------------
9 SOLE DISPOSITIVE POWER
5,374,900
- --------------------------- ----------- ---------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------- ----------- ---------------------------------------
<PAGE>
- -------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,374,900
- -------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
65.0%
- -------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- -------- ---------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This filing relates to the shares (the "Shares") of common stock, par
value $0.01 per share, of Metrika Systems Corporation (the "Issuer"). The
Issuer's principal executive offices are located at 5788 Pacific Center
Boulevard, San Diego, California 92121.
Item 2. Identity and Background
This Schedule 13D is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person has previously reported information
relating to the Shares on Schedule 13G. Starting with this filing, the Reporting
Person is reporting its ownership information with respect to the Issuer on
Schedule 13D.
The Reporting Person 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. The Reporting Person 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.
The principal business address and principal office address of the
Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02254-9046.
Appendix A attached to this Amendment sets forth with respect to each
executive officer and director of the Reporting Person 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 Person, there is no person who may be deemed to be
a controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
<PAGE>
During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer or director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgement,
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 Person has expended approximately $5,850,000 in
purchasing Shares of the Issuer since the date of the Issuer's initial public
offering in June 1997. These funds were paid out of the Reporting Person's
working capital.
Item 4. Purpose of Transaction
The Reporting Person 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 50% ownership of the Issuer by Thermo
Instrument. The Reporting Person may also make additional purchases of Shares or
other securities of the Issuer in such manner and in such amounts as it
determines to be appropriate for other purposes. In determining whether to do so
for other purposes, the Reporting Person will consider various relevant factors,
including its 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
Person 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
Person nor, to the Reporting Person's knowledge, any of the executive officers
or directors of the Reporting Person 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 Person and such other
persons do not rule out the possibility of effecting or seeking to effect any
such actions in the future.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The Shares beneficially owned by the Reporting Person include 374,900
Shares, or approximately 4.5% of the outstanding Shares, owned directly by the
Reporting Person, and 5,000,000 Shares, or approximately 60.5% of the
outstanding Shares, owned by Thermo Instrument Systems Inc., a majority-owned
subsidiary of the Reporting Person. To the knowledge of the Reporting Person,
the executive officers and directors of the Reporting Person beneficially own an
aggregate of 135,333 Shares or approximately 1.6% of the outstanding Shares. To
the knowledge of the Reporting Person, the Shares beneficially owned by all
executive officers and directors of the Reporting Person include 103,500 Shares
that such persons have the right to acquire within 60 days through the exercise
of stock options. Ownership information for each executive officer and director
of the Reporting Person is set forth below.
Name Number of Shares(1)
John M. Albertine 9,333
Peter O. Crisp 1,000
Elias P. Gyftopoulos 1,000
George N. Hatsopoulos 30,000
John N. Hatsopoulos 25,000
Frank Jungers 3,000
Paul F. Kelleher 2,500
Earl R. Lewis 20,000
Robert A. McCabe 6,000
Frank E. Morris 1,000
Donald E. Noble 2,500
Hutham S. Olayan 1,000
Robert W. O'Leary 0
Peter G. Pantazelos 2,000
William A. Rainville 10,000
Arvin H. Smith 10,000
Richard F. Syron 0
Roger D. Wellington 1,000
John W. Wood Jr. 10,000
All directors and current executive officers as a group (19 persons) 135,333
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Kelleher,
Mr. Lewis, Mr. McCabe, Dr. Morris, Mr. Noble, Ms. Olayan, Mr. Pantazelos, Mr.
Rainville, Mr. Smith, Mr. Wellington, Mr. Wood and all directors and executive
officers as a group include 1,000, 1,000, 1,000, 30,000, 10,000, 1,000, 2,500,
20,000, 1,000, 1,000, 1,000, 1,000, 2,000, 10,000, 10,000, 1,000, 10,000 and
103,500 Shares, respectively, that such person or members of the group have the
right to acquire within 60 days.
While certain directors and executive officers of the Reporting Person are also
directors and officers of the Issuer, all such persons disclaim beneficial
ownership of the Shares owned by the Reporting Person.
(b) The Reporting Person and the executive officers and directors of the
Reporting Person have the sole power to vote and dispose of the Shares each such
person owns, except that Shares owned by Mr. McCabe include 5,000 Shares owned
by Pilot Trading Trust, of which Mr. McCabe is a trustee.
(c) The Reporting Person has effected the following transactions with
respect to the Shares during the past 60 days:
Date Amount Price Per Share Transfer Type
- -------------------------------------------------------------------------------
6/8/98 2,400 $17.38 Open Market Purchase
6/9/98 2,400 17.25 Open Market Purchase
6/10/98 6,000 17.13 Open Market Purchase
6/12/98 8,000 17.13 Open Market Purchase
6/15/98 2,600 16.75 Open Market Purchase
6/16/98 2,600 16.50 Open Market Purchase
6/17/98 312,600 16.50 Open Market Purchase
6/18/98 2,600 16.50 Open Market Purchase
6/23/98 8,300 16.75 Open Market Purchase
6/25/98 3,300 16.63 Open Market Purchase
6/29/98 10,000 16.88 Open Market Purchase
6/29/98 800 16.63 Open Market Purchase
7/1/98 13,300 16.75 Open Market Purchase
To the knowledge of the Reporting Person, the executive officers and directors
of the Reporting Person have effected no transactions in the Shares in the past
60 days, except (i) an open market sale by Mr. Albertine of 5,600 Shares on May
18, 1998 at a price of $17.75 per share, and (ii) an open market sale by Mr.
Jungers of 2,000 Shares on May 11, 1998 at a price of $17.75 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Of the 5,374,900 Shares beneficially owned by the Reporting Person,
93,700 Shares are subject to options to acquire such Shares granted by the
Reporting Person pursuant to its director and employee stock option plans. The
executive officers and directors of the Reporting Person have the right,
pursuant to such options, to acquire 51,000 Shares. In addition, the following
executive officers and directors of the Reporting Person have the right to
acquire Shares from the Issuer pursuant to the Issuer's director and employee
stock option plans: George N. Hatsopoulos has the right to acquire 10,000 Shares
within 60 days; John N. Hatsopoulos has the right to acquire 10,000 Shares
within 60 days; Paul F. Kelleher has the right to acquire 2,500 Shares within 60
days; Earl R. Lewis has the right to acquire 20,000 Shares within 60 days; and
Arvin H. Smith has the right to acquire 10,000 Shares within 60 days.
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 10.14 to the
Issuer's Registration Statement on Form S-1 [Reg. No. 333-25243] and
incorporated herein by reference).
(ii) Deferred Compensation Plan for Directors of the Issuer (filed as
Exhibit 10.7 to the Issuer's Registration Statement on Form S-1 [Reg. No.
333-25243] and incorporated herein by reference).
(iii) Amended and Restated Directors Stock Option Plan of Thermo
Electron (filed as Exhibit 10.25 to Thermo Electron's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 [File No. 1-8002] and incorporated
herein by reference).
(iv) Thermo Electron Corporation - Metrika Systems Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.47 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998 [File No.
1-8002] and incorporated herein by reference).
(v) Thermo Instrument Systems Inc. - Metrika Systems Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.28 to Thermo Instrument's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998 [File No.
1-9786] and incorporated herein by reference).
(vi) 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).
(vii) Restated Stock Holdings Assistance Plan and Form of Promissory
Note (filed as Exhibit 10.16 to the Issuer's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 [File No. 1-13085] and incorporated herein by
reference).
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the Reporting Person certifies that the information set forth in this statement
is true, complete and correct.
Date: July 6, 1998
THERMO ELECTRON CORPORATION
By: /s/ Melissa F. Riordan
Melissa F. Riordan
Treasurer
<PAGE>
APPENDIX A
The following individuals are executive officers or directors of Thermo
Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer of Thermo Electron is 81 Wyman
Street, Waltham, Massachusetts 02254-9046.
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 was, until August 1997, a General Partner of Venrock Associates,
a venture capital investment firm. His address is 103 Horseshoe Road, Mill Neck,
New York 11765-1005.
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 NW 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 investment and acquisition services. His business address is Pilot
Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022.
<PAGE>
Frank E. Morris: Director, Thermo Electron
Dr. Morris served as President of the Federal Reserve Bank of Boston from
1968 until he retired in 1988. Dr. Morris also served as the Peter Drucker
Professor of Management at Boston College from 1989 to 1994. His residential
address is P.O. Box 825, 24 Sugarhouse Road, New London, New Hampshire 03257.
Donald E. Noble: Director, Thermo Electron
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.
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the Chairman and Chief Executive Officer of Premier, Inc., a
strategic healthcare alliance. His business address is Premier, Inc., 12225 El
Camino Real, San Diego, California 92130.
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.
Richard F. Syron: Director, Thermo Electron
Mr. Syron has served as the Chairman and Chief Executive Officer of the
American Stock Exchange since 1994. Mr. Syron was President and Chief Executive
Officer of the Federal Reserve Bank of Boston from 1989 to 1994. His business
address is 86 Trinity Place, New York, New York 10006.
Roger D. Wellington: Director, Thermo Electron
Mr. Wellington is the President and Chief executive Officer of Wellington
Consultants, Inc. and of Wellington Associates, Inc., international business
consulting firms. His address is P.O. Box 8186, Longboat Key, Florida 34228.
George N. Hatsopoulos: Director, Chairman of the Board
and Chief Executive Officer,
Thermo Electron
John N. Hatsopoulos: Director, President and Chief
Financial Officer,
Thermo Electron
Peter G. Pantazelos: Executive Vice President,
Corporate Development,
Thermo Electron
Arvin H. Smith: Executive Vice President,
Thermo Electron
Earl R. Lewis: Senior Vice President,
Thermo Electron
William A. Rainville: Senior Vice President,
Thermo Electron
John W. Wood Jr.: Senior Vice President,
Thermo Electron
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief
Accounting Officer, Thermo Electron
<PAGE>
