UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Spectra-Physics Lasers, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
847568 10 2
(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)
February 22, 1999
- ------------------------------------------------------------------------------
(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
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*
OO
- ---------------------------
- --------------------------------------------------------------------------------
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 13,000,000
REPORTING PERSON
WITH
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
13,000,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
13,000,000
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.4%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
- -------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the shares (the "Shares") of common stock,
par value $0.01 per share, of Spectra-Physics Lasers, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 1335 Terra Bella Avenue,
Mountain View, California 94043.
Item 2. Identity and Background
This Schedule 13D is being filed by Thermo Electron Corporation (the
"Reporting Person"). The Reporting Person holds the Shares of the Issuer that
are the subject of this Schedule 13D through one or more controlled
subsidiaries. As of the date of this Schedule 13D, 13,000,000 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 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 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).
<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 Shares of the Issuer that are the subject of this Schedule 13D were
acquired indirectly as a result of Thermo Instrument's acquisition of 98 percent
of the outstanding shares of Spectra-Physics AB, as described in Item 4 below.
Item 4. Purpose of Transaction
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 parent company of the Issuer. On February 22, 1999, Thermo
Instrument announced that all of the conditions of its Offer had been satisfied
and that the Offer was then unconditional in all respects. As of February 22,
1999, Thermo Instrument had purchased and received acceptances for approximately
17.3 million, or approximately 98 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 98 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 Reporting Person intends to evaluate the current
corporate documents of the Issuer, including its Certificate of Incorporation,
Bylaws, and other documents, and may make changes to such documents in order to
conform them to the documents presently in effect with respect to other members
of the Reporting Person's family of companies.
Based on its current knowledge of the Issuer, the Reporting Person has no
present plans or proposals which relate to or would result in any extraordinary
corporate transaction, such as a merger, reorganization, liquidation, or sale or
transfer of a material amount of assets involving the Issuer, or any material
changes in the Issuer's capitalization, dividend policy, corporate structure or
business or (except as described herein) the composition of its board of
directors. The Reporting Person intends to cause a majority of the members of
the Issuer's board of directors to consist of the Reporting Person's designees,
as soon as practicable. In addition, the Reporting Person and its affiliates are
continuing their review of the Issuer and its assets, corporate structure,
capitalization, operations, properties, policies and personnel. After the
completion of such review, the Reporting Person may propose or develop
alternative plans or proposals, including mergers, transfers of a material
amount of assets or other transactions of the nature described above, and may
make changes involving the Issuer's assets, corporate structure, operations,
properties, policies or personnel. Any transactions proposed might involve the
Reporting Person or a wholly or majority-owned subsidiary of the Reporting
Person. The Reporting Person reserves the right to effect any such plans,
proposals or changes.
<PAGE>
In the future, 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, the market for the Issuer's securities,
other opportunities available to the Reporting Person and general market and
economic conditions.
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.
(a) The Shares beneficially owned by the Reporting Person consist of
13,000,000 Shares, or approximately 80.4% 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 98 percent
of the outstanding shares of Spectra-Physics AB during the past 60 days, which
purchases resulted in the Reporting Person becoming the ultimate beneficial
owner of the 80.4% of the Issuer's Shares owned by Spectra-Physics AB. 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.
<PAGE>
On February 12, 1999, Thermo Instrument entered into a Standstill
Agreement with the Issuer, pursuant to which Thermo Instrument agreed not to
acquire, and agreed to cause its affiliates not to acquire, any Shares of the
Issuer otherwise than pursuant to its acquisition of the shares of
Spectra-Physics AB pursuant to the Offer. This prohibition on acquiring Shares
of the Issuer terminated upon Thermo Instrument having accepted for payment and
paid for the shares of Spectra-Physics AB pursuant to the Offer.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
See Items 4 and 5.
Item 7. Material to Be Filed as Exhibits
The following document relating to the securities of the Issuer is filed
herewith.
(i) Standstill Agreement between Thermo Instrument and the Issuer, dated
February 12, 1999.
<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: March 3, 1999 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Chief Financial Officer
and Vice President
<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 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 and Vice Chairman of
the Board, Thermo Electron
Theo Melas-Kyriazi: Chief Financial Officer and
Vice President, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
<PAGE>
Peter G. Pantazelos: Executive Vice President,
Corporate Development, Thermo
Electron
Arvin H. Smith: President, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Instrumentation, Thermo Electron
William A. Rainville: Chief Operating Officer,
Recycling and Recovery Systems,
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
Brian D. Holt: Chief Operating Officer,
Environmental and Energy,
Thermo Electron
John T. Keiser: Chief Operating Officer,
Biomedical and Emerging
Technologies, Thermo Electron
<PAGE>
Exhibit (i)
STANDSTILL AGREEMENT
This is an Agreement dated as of February 12, 1999 by and between
Spectra-Physics Lasers, Inc., a Delaware corporation ("SPLI"), and Thermo
Instrument Systems, Inc., a Delaware corporation ("Thermo")
WHEREAS, Thermo, through one of its subsidiaries, has made a public cash
tender offer (the "Offer") to the shareholders of Spectra-Physics AB, a Swedish
corporation ("Parent"), for the entire issued share capital of the Parent;
WHEREAS, Parent is the owner of approximately 80% of the outstanding
shares of common stock (the "Common Stock") of SPLI;
WHEREAS, Thermo has requested certain information from SPLI in connection
with Thermo's interest in acquiring all the shares of Common Stock of SPLI not
owned by the Parent (the "Transaction");
WHEREAS, Thermo and the Parent have entered into a letter agreement dated
December 23, 1998 (the "Confidentiality Agreement"),
WHEREAS, SPLI believes it is in the best interest of its shareholders that
Thermo not acquire any shares of Common Stock of SPLI (other than indirect
ownership by means of the Offer) prior to the time Thermo becomes an "interested
stockholder" of SPLI, within the meaning of Section 203 of the Delaware General
Corporation Law (the "DGCL"), so that the shareholders of SPLI remain entitled
to the protections afforded them by such section 203;
THEREFORE, in consideration of the mutual covenants contained herein and
for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows.
1. Definitions. For purposes of this Agreement, the terms listed below
shall have the meanings ascribed to them in Section 203 of the DGCL, as in
effect on the date hereof:
(a) affiliate;
(b) associate;
(c) interested stockholder; and
(d) owner, including the term own and owned.
<PAGE>
2. Incorporation of Confidentiality Agreement. All the terms of the
Confidentiality Agreement (except paragraphs 6, 9, 10 and 13 and the first
sentence of paragraph 5) are incorporated herein by reference, with the term
"Company" therein deemed to mean SPLI and its subsidiaries, and the term
"Transaction" therein deemed to mean the Transaction.
3. Ownership of Stock. Thermo hereby represents and warrants to SPLI that
neither it nor its affiliates or associates own any shares of Common Stock as of
the day hereof.
4. Standstill. From and after the date hereof, Thermo will not, and will
not permit any of its affiliates or associates to, acquire or become the owner
of any shares of Common Stock of SPLI, other than by becoming the owner of not
more than approximately 80% of the outstanding shares of Common Stock of SPLI
now owned by Parent by virtue of Thermo becoming the owner of shares of the
Parent pursuant to the Offer. The prohibition contained in this section shall
terminate one day after the last to occur of the following events: (a) Thermo
has become, and notifies the Board of Directors of SPLI that it has become, an
interested stockholder with respect to SPLI by virtue of it becoming the owner
of shares of the Parent; provided that, upon consummation of the transaction
which resulted in Thermo becoming such an interested stockholder, Thermo did not
own sufficient shares of Common Stock of SPLI for the exception contained in
section 203(a)(2) of the DGCL to be applicable; and (b) Thermo accepts for
payment and pays for pursuant to the Offer a majority of the stock and voting
stock of the Parent. The time the prohibition contained in this section
terminates pursuant to the previous sentence is referred to herein as the
"Tender Offer Closing." The prohibition contained in this section shall also
terminate one year after Thermo has publicly announced and notified the Board of
Directors of SPLI in writing that it has terminated the Offer without accepting
any shares of Parent tendered thereunder.
5. Shareholder Rights Plan. SPLI agrees not to make a distribution of
rights under the shareholder rights plan adopted February 12, 1999. SPLI shall
not adopt a new shareholder rights plan as long as Thermo is in compliance with
its representations, warranties and covenants contained herein, unless such
shareholder rights plan provides that Thermo shall be exempt from its
application so long as Thermo complies with its representations, warranties and
covenants contained herein. The prohibition contained in this section shall
terminate on the earlier of (a) the time Thermo publicly announces that it is
withdrawing or terminating its Offer and (b) the Tender Offer Closing.
<PAGE>
6. Execution in Counterparts. For the convenience of the parties and to
facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document.
7. Equitable Relief. Thermo acknowledges that damages alone will be an
inadequate remedy for any breach or violation by it of any of the provisions of
this Agreement, and agrees that SPLI shall be entitled, as a matter of right, to
injunctive relief, including specific performance with respect to any such
breach or violation, in any court of competent jurisdiction.
8. Amendments. This Agreement may not be amended or modified, nor may
compliance with any condition or covenant set forth herein be waived, except by
a writing duly and validly executed by the parties hereto that specifically
refers to this Agreement; provided that, from and after such time as Thermo has
become an interested stockholder with respect to SPLI, no such amendment,
modification or waiver shall be effective against any stockholder of SPLI
without the consent of such stockholder.
9. Miscellaneous. This Agreement shall be construed under and governed by
the internal laws of the State of Delaware without regard to its conflict of
laws provisions. This Agreement is complete, reflects the entire agreement of
the parties with respect to its subject matter, and supersedes all previous
written or oral negotiations, commitments and writings with respect to the
subject matter hereof. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
From and after the time Thermo has become an interested stockholder with respect
to SPLI, any stockholder of SPLI shall also be entitled to enforce in its own
name any of the provisions hereof as if such stockholder were a party to and
entitled to the benefits of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their duly authorized
representatives.
SPECTRA-PHYSICS LASERS, INC.
By: /s/ Patrick L. Edsell
Name: Patrick L. Edsell
Title: Chairman, President and CEO
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Earl R. Lewis
Name: Earl R. Lewis
Title: President and CEO
