UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
FLIR Systems, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
302445 10 1
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(CUSIP Number)
Seth H. Hoogasian, Esq. Thermo Electron Corporation
General Counsel 81 Wyman Street
(781) 622-1000 Waltham, MA 02454-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 12, 1999
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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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
<PAGE>
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 4,162,000
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
4,162,000
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10 SHARED DISPOSITIVE POWER
0
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<PAGE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,162,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.4%
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14 TYPE OF REPORTING PERSON *
CO
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<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $0.01 per
share, of FLIR Systems, Inc. (the "Issuer"), as set forth below.
Item 2. Identity and Background
Item 2 is hereby amended and restate 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 Item 4 of this Schedule 13D. The Reporting
Person holds the Shares of the Issuer that are the subject of this Amendment
through one or more controlled subsidiaries. As of the date of this Amendment,
4,162,000 Shares were held by Spectra-Physics AB, which is a majority-owned
subsidiary of Thermo Instrument Systems Inc. ("Thermo Instrument"), a
majority-owned, publicly traded subsidiary of the Reporting Person.
The Reporting Person develops, manufactures and markets monitoring,
analytical and biomedical instrumentation; 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 Schedule 13D 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.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On January 7, 1999, Thermo Instrument announced that it would commence a
tender offer (the "Offer") for all of the outstanding shares of Spectra-Physics
AB, a publicly traded company with its shares listed on the Stockholm Stock
Exchange, and the direct owner of the Shares of the Issuer that are the subject
of this Schedule 13D. On February 22, 1999, Thermo Instrument announced that
<PAGE>
all of the conditions of its Offer had been satisfied and that the Offer was
then unconditional in all respects. As of July 3, 1999, Thermo Instrument had
purchased and received acceptances for approximately 17.5 million, or
approximately 99 percent of all outstanding, Spectra-Physics AB shares. Thermo
Instrument expects to acquire any remaining outstanding shares under the
compulsory acquisition rules applicable to Swedish companies.
As a consequence of Thermo Instrument's acquisition of 99 percent of the
outstanding shares of Spectra-Physics AB, the Reporting Person has become the
ultimate beneficial owner of all of the Shares of the Issuer owned by
Spectra-Physics AB.
The Shares of the Issuer owned by Spectra-Physics AB were issued in
connection with the acquisition (the "Acquisition") by the Issuer from
Spectra-Physics AB and its affiliates (together, the "Spectra Companies") of
certain entities owned by or affiliated with Spectra-Physics AB. The Acquisition
was effected pursuant to the terms of a Combination Agreement dated as of
October 6, 1997 (the "Combination Agreement") by and among the Issuer and the
Spectra Companies. Pursuant to the terms of the Combination Agreement, the
Issuer agreed to use its reasonable best efforts to cause three persons
designated by Spectra-Physics AB to be elected to the Issuer's Board of
Directors, and to cause the number of designees of Spectra-Physics AB serving on
its Board of Directors to be maintained as follows: (i) three designees if on
the date of mailing of the notice for the Issuer's annual shareholder meeting
where such directors shall be up for election, the Spectra Companies own thirty
percent (30%) or more of the then issued and outstanding Shares, (ii) two
designees if on the date of mailing of the notice for the Issuer's annual
shareholder meeting where such directors shall be up for election, the Spectra
Companies own less than thirty percent (30%) but more than or equal to twenty
percent (20%) of the then issued and outstanding Shares, and (iii) one designee
if on the date of mailing of the notice for the Issuer's annual shareholder
meeting where such directors shall be up for election, the Spectra Companies own
less than twenty percent (20%) but more than or equal to ten percent (10%) of
the then issued and outstanding Shares. If at some point in the future the
Spectra Companies own less than ten percent (10%) of the then issued and
outstanding Shares, the Spectra Companies shall no longer be entitled to the
rights described above. Pursuant to this requirement, the Reporting Person has a
right to cause Spectra-Physics AB to designate two members for service on the
Issuer's Board of Directors; however, the Reporting Person has only requested
the designation of one such individual, who is currently serving on the Issuer's
six person Board of Directors.
In connection with the Acquisition, the Spectra Companies and FLIR also
entered into a Registration Rights Agreement that grants the Spectra Companies
(and, by virtue of the acquisition of Spectra-Physics AB by Thermo Instrument,
the Reporting Person) certain registration rights with respect to the Shares of
the Issuer acquired by the Spectra Companies in the Acquisition. The
Registration Rights Agreement provides that if the Issuer proposes to register
any of its securities under the Securities Act of 1933, whether for its own
account or otherwise, the Spectra Companies will be entitled to notice of the
registration and inclusion of their Shares therein, subject to certain
limitations. In addition, the Spectra Companies have the right to require the
Issuer to file a registration statement covering such Shares, and the Issuer
will be obligated to use its best efforts to effect such registration, subject
to certain conditions and limitations.
The Reporting Person may make purchases or sales of Shares or other
securities of the Issuer in such manner and in such amounts as it determines to
be appropriate. In determining whether to do so, 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, accounting considerations, the market for the Issuer's
securities, other opportunities available to the Reporting Person and general
market and economic conditions. The Reporting Person currently intends to hold
the Shares for the near term.
<PAGE>
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.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) The Shares beneficially owned by the Reporting Person consist of
4,162,000 Shares, or approximately 29.4% of the outstanding Shares, owned by
Spectra-Physics AB. To the knowledge of the Reporting Person, the executive
officers and directors of the Reporting Person beneficially own no Shares.
(b) The Reporting Person has the sole power to vote and dispose of the
Shares beneficially owned by it.
(c) As described in Item 4, the Reporting Person has purchased 99 percent
of the outstanding shares of Spectra-Physics AB, which purchases resulted in the
Reporting Person becoming the ultimate beneficial owner of the 34.9% of the
Issuer's Shares owned by Spectra-Physics AB. Subsequently, the Issuer issued
additional Shares in connection with its March 1999 acquisition of Inframetrics,
Inc., which additional Shares diluted the Reporting Person's beneficial
ownership to 29.4%. The Reporting Person has made no direct purchases of the
Shares during the past 60 days and, to the knowledge of the Reporting Person,
the executive officers and directors of the Reporting Person have made no direct
purchases of the Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
<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: August 16, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
---------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and
Chief Financial Officer
<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 and
full-service mergers and acquisitions firm he founded in 1990. His business
address is Albertine Enterprises, Inc., 1156 15th Street N.W., Suite 505,
Washington, D.C. 20005.
Samuel W. Bodman: Director, Thermo Electron
Mr. Bodman is Chairman of the Board and Chief Executive Officer of
Cabot Corporation, a manufacturer of specialty chemicals and materials. His
business address is Cabot Corporation, 75 State Street, Boston, Massachusetts
02109.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp was, until August 1997, a General Partner of Venrock
Associates, a venture capital investment firm. He has been the Vice Chairman
of Rockefeller Financial Services, Inc. since December 1997.His business
address is Venrock, Inc., 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 NW Murray, Suite 242, Portland, Oregon 97229.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is Chairman of Pilot Capital Corporation, a firm that is
engaged in private investments. 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 345 North Market
Street, Suite G-05, Wooster, Ohio 44691.
<PAGE>
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chairman of Premier, Inc., a strategic
alliance of not-for-profit health care and hospital systems. 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, a firm engaged in private investments, including real estate,
and advisory services. 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 the President and Chief Executive Officer of
Wellington Consultants, Inc. and of Wellington Associates, Inc.,
international business consulting firms he founded in 1994 and 1989,
respectively.
George N. Hatsopoulos: Director and Chairman of the Board,
Thermo Electron
Richard F. Syron: Director, President and Chief
Executive Officer, Thermo Electron
John N. Hatsopoulos: Director and Vice Chairman of the
Board, Thermo Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Mr. Melas-Kyriazi is a citizen of Greece. Officer, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, Thermo
Electron
Paul F. Kelleher: Senior Vice President, Finance and
Administration, and Chief
Accounting Officer, Thermo Electron
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer, Biomedical
and Emerging Technologies, Thermo
Electron
