UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FLIR Systems, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
302445 10 1
(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 4,162,000
REPORTING PERSON
WITH
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,162,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,162,000
- ---------------------------
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
- ---------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.9%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 FLIR Systems, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 16505 S.W. 72nd Avenue, Portland,
Oregon 97224.
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, 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 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 direct owner of the Shares of the Issuer that are the subject
of this Schedule 13D. 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.
<PAGE>
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. The Combination Agreement sets forth a number of designees of
Spectra-Physics AB which the Issuer will use its best efforts to maintain on the
Issuer's Board of Directors, which number is based on the number of Shares owned
by Spectra-Physics AB at the time of mailing of notices of the annual
shareholders' meetings at which such directors are to be elected. Pursuant to
this requirement, three people designated by Spectra-Physics AB presently serve
on the Issuer's nine person Board of Directors. The Reporting Person intends to
cause Spectra-Physics AB to designate three representatives of the Reporting
Person as nominees for election to the Issuer's Board of Directors as soon as
practicable.
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.
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.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The Shares beneficially owned by the Reporting Person consist of
4,162,000 Shares, or approximately 34.9% 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 34.9% 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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
See Item 4.
Item 7. Material to Be Filed as Exhibits
The following documents relating to the securities of the Issuer are
incorporated herein by reference.
(i) Combination Agreement dated as of October 6, 1997 by and among FLIR
Systems, Inc., Spectra-Physics AB, Spectra-Physics Holdings S.A.,
Spectra-Physics Holdings GmbH, Spectra-Physics Holdings PLC and Pharos Holdings,
Inc. (filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 24, 1997 [File No. 0-21918]
and incorporated herein by reference).
(ii) Registration Rights Agreement dated as of December 1, 1997 by and
among FLIR Systems, Inc., Spectra-Physics AB, Spectra-Physics Holdings PLC and
Pharos Holdings, Inc. (filed as Exhibit 10.2 to the Issuer's Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 15, 1997
[File No. 0-21918] 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: 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
