UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Thermedics Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
883901 10 0
(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 10, 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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
- ------------------------------------------------------------------------------
<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) [ ]
- -------------------------------------------------------------------------------
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 29,360,904
WITH
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
29,360,904
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
29,360,904
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
70.5%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- --------------------------------------------------------------------------------
<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $.10 per share,
of Thermedics Inc. (the "Issuer"), as set forth below.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect a change in the
information previously reported under Items 4 and 6 of this Schedule 13D.
The Reporting Person develops, manufactures and markets analytical and
monitoring instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper-recycling and
papermaking equipment. The Reporting Person also develops alternative-energy
systems and clean fuels, provides a range of services including industrial
outsourcing and environmental-liability management, and conducts research and
development in advanced imaging, laser communications, and electronic
information-management technologies.
The principal business address and principal office address of the
Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham,
Massachusetts 02454-9046.
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).
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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
Any funds necessary for the proposed transactions described in Item 4
below will be paid out of the Reporting Person's working capital. The Reporting
Person has expended approximately $9,827,000 in purchasing Shares of the Issuer
since the date of its last filing on Schedule 13D. These funds were paid out of
the Reporting Person's working capital.
Item 4. Purpose of Transaction
The first paragraph of Item 4 is hereby amended and restated in its
entirety as follows:
On December 10, 1998, the Reporting Person issued a press release in which
it announced that Thermo Sentron Inc. ("Thermo Sentron"), a majority-owned,
publicly traded subsidiary of the Issuer, will not be combined with Metrika
Systems Corporation ("Metrika") and ONIX Systems Inc. ("ONIX"), both
majority-owned, publicly traded subsidiaries of Thermo Instrument Systems Inc.
("Thermo Instrument"), to form a new sensor and process control company, as had
been announced on August 12. In addition, the press release stated that the
Issuer will transfer shares of the Issuer's common stock and its equity interest
in its Thermo Sentron, Thermedics Detection Inc. ("Thermedics Detection") and
Thermo Voltek Corp. ("Thermo Voltek") subsidiaries to the Reporting Person in
exchange for the Reporting Person's wholly owned biomedical group. The Issuer's
shares in Thermo Sentron, Thermedics Detection and Thermo Voltek will not be
transferred to Thermo Instrument, as had been announced on August 12.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Items 5 (a) - (c) are hereby amended and restated in their entirety as
follows:
(a) The Reporting Person beneficially owns 29,360,904 Shares, or
approximately 70.5% of the outstanding Shares. To the knowledge of the Reporting
Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 585,675 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 419,750 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 4,500
Peter O. Crisp 35,002
Elias P. Gyftopoulos 10,048
George N. Hatsopoulos 63,681
John N. Hatsopoulos 64,630
Brian D. Holt 0
Frank Jungers 9,050
Paul F. Kelleher 20,360
John T. Keiser 81,793
Earl R. Lewis 0
Robert A. McCabe 6,998
Donald E. Noble 14,173
Robert W. O'Leary 0
Hutham S. Olayan 4,500
Peter G. Pantazelos 18,144
William A. Rainville 0
Arvin H. Smith 91,290
Richard F. Syron 0
Roger D. Wellington 4,500
John W. Wood Jr. 157,006
All directors and current executive 585,675
officers as a group (20 persons)
<PAGE>
(1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr.
Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Jungers, Mr. Kelleher,
Mr. Keiser, Mr. McCabe, Mr. Noble, Ms. Olayan, Mr. Smith, Mr. Wellington, Mr.
Wood and all directors and executive officers as a group include 4,500, 9,450,
4,500, 50,000, 50,000, 4,500, 19,000, 78,000, 4,500, 4,500, 4,500, 82,500,
4,500, 99,300 and 419,750 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 as follows: Shares beneficially owned by Dr. G. Hatsopoulos,
Mr. J. Hatsopoulos, Mr. Kelleher, Mr. Pantazelos, Mr. Smith and all directors
and current executive officers as a group include 1,635, 1,737, 1,294, 1,952,
1,445 and 8,063 full Shares, respectively, allocated to their respective
accounts maintained pursuant to the Reporting Person's employee stock ownership
plan ("ESOP"). Shares beneficially owned by Mr. Crisp include 7,447 Shares
allocated to Mr. Crisp's account maintained pursuant to the Issuer's deferred
compensation plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos
include 562 Shares held by his spouse and 92 Shares allocated to the account of
his spouse maintained pursuant to the Reporting Person's ESOP. Shares
beneficially owned by Mr. Jungers include 1,550 Shares held by Mr. Jungers'
spouse. Shares beneficially owned by Mr. Wood include 2,600 Shares held by him
as custodian for two minor children.
<PAGE>
(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
- -------------------------------------------------------------------------------
10/15/98 1,400 $ 7.125 Open Market Purchase
10/23/98 11,000 $10.00 Open Market Purchase
10/26/98 1,000 $10.00 Open Market Purchase
10/28/98 2,000 $10.00 Open Market Purchase
10/28/98 5,000 $10.25 Open Market Purchase
10/30/98 11,900 $10.50 Open Market Purchase
10/30/98 11,500 $10.625 Open Market Purchase
11/10/98 2,000 $10.75 Open Market Purchase
11/11/98 16,000 $10.75 Open Market Purchase
11/12/98 9,000 $10.75 Open Market Purchase
11/13/98 2,800 $10.75 Open Market Purchase
11/16/98 13,000 $10.75 Open Market Purchase
11/16/98 25,000 $10.8125 Open Market Purchase
11/17/98 10,000 $10.8125 Open Market Purchase
11/18/98 20,000 $10.875 Open Market Purchase
11/19/98 20,000 $10.875 Open Market Purchase
11/20/98 15,200 $10.75 Open Market Purchase
11/23/98 58,000 $10.75 Open Market Purchase
11/24/98 25,000 $10.75 Open Market Purchase
11/25/98 5,000 $10.75 Open Market Purchase
11/27/98 2,800 $10.375 Open Market Purchase
11/30/98 2,000 $10.375 Open Market Purchase
11/30/98 1,800 $10.4375 Open Market Purchase
11/30/98 4,200 $10.3125 Open Market Purchase
11/30/98 5,000 $10.375 Open Market Purchase
12/01/98 18,000 $10.3125 Open Market Purchase
12/01/98 15,000 $10.375 Open Market Purchase
12/02/98 13,900 $10.3125 Open Market Purchase
12/02/98 2,300 $10.50 Open Market Purchase
12/02/98 6,800 $10.5625 Open Market Purchase
12/02/98 5,000 $10.625 Open Market Purchase
12/03/98 3,500 $10.5625 Open Market Purchase
12/03/98 5,000 $10.625 Open Market Purchase
12/03/98 3,100 $10.625 Open Market Purchase
12/03/98 1,400 $10.6875 Open Market Purchase
12/04/98 1,700 $10.625 Open Market Purchase
12/04/98 6,300 $10.6875 Open Market Purchase
12/07/98 28,100 $10.375 Open Market Purchase
12/08/98 40,200 $10.50 Open Market Purchase
12/08/98 100 $10.3125 Open Market Purchase
12/08/98 3,600 $10.375 Open Market Purchase
12/08/98 900 $10.4375 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.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The first two paragraphs of Item 6 are hereby amended and restated in
their entirety as follows:
As set forth in Item 4 hereof, the Reporting Person has announced that
Thermo Sentron will not be combined with Metrika and ONIX to form a new sensor
and process control company, as had been announced on August 12. In addition,
the press release stated that the Issuer will transfer shares of the Issuer's
common stock and its equity interest in its Thermo Sentron, Thermedics Detection
and Thermo Voltek subsidiaries to the Reporting Person in exchange for the
Reporting Person's wholly owned biomedical group. The Issuer's shares in Thermo
Sentron, Thermedics Detection and Thermo Voltek will not be transferred to
Thermo Instrument, as had been announced on August 12. The completion of these
transactions is subject to numerous conditions, including the establishment of
prices and exchange ratios, confirmation of anticipated tax consequences; the
approval by the board of directors of the Issuer (including its independent
directors), negotiation and execution of definitive agreements, clearance by the
Securities and Exchange Commission of any necessary documents in connection with
the proposed transactions, approval by the board of directors of the Reporting
Person, and receipt of fairness opinions from one or more investment banking
firms.
Of the 29,360,904 Shares beneficially owned by the Reporting Person,
88,875 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 31,500 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: Dr. George N. Hatsopoulos has the right to acquire 50,000
Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire 50,000
Shares within 60 days; Mr. Peter O. Crisp has the right to acquire 9,450 Shares
within 60 days; Mr. John T. Keiser has the right to acquire 78,000 Shares within
60 days; Mr. Arvin H. Smith has the right to acquire 82,500 Shares within 60
days; Mr. John W. Wood Jr. has the right to acquire 99,300 Shares within 60
days; and Mr. Paul F. Kelleher has the right to acquire 19,000 Shares within 60
days.
<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: December 14, 1998 THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
<PAGE>
Appendix A is hereby amended and restated in its entirety as follows:
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 and director of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02454-9046.
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.
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.
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.
<PAGE>
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.
George N. Hatsopoulos: Director, Chairman of the Board and
Chief Executive Officer, Thermo
Electron
John N. Hatsopoulos: Director, Chief Financial Officer,
and Vice Chairman of the Board,
Thermo Electron
Peter G. Pantazelos: Executive Vice President, Corporate
Development, Thermo Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Instrumentation
William A. Rainville: Chief Operating Officer, Recycling
and Recovery Systems
John W. Wood Jr.: Senior Vice President, Thermo
Electron
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
Brian D. Holt: Chief Operating Officer,
Environmental and Energy
John T. Keiser: Chief Operating Officer, Biomedical
and New Technologies
