SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1 ON FORM 10-K/A TO FORM 10-K
(mark one)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended January 1, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number 1-8002
THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-2209186
State or other jurisdiction of (I.R.S. Employer
(incorporation or organization) Identification No.)
81 Wyman Street,
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $1.00 par value New York Stock Exchange
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to the filing requirements for
at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 28, 2000, was approximately $2,493,791,000.
As of January 28, 2000, the Registrant had 156,800,687 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
January 1, 2000, are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on May 18, 2000, are incorporated by reference into
Part III.
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Item 5 of the Registrant's Form 10-K for the fiscal year ended January 1, 2000
is hereby amended and restated to read as follows:
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information concerning the market and market price for the Registrant's common
stock, $1.00 par value, and dividend policy, is included under the sections
labeled "Common Stock Market Information" and "Dividend Policy" in the
Registrant's 1999 Annual Report to Shareholders and is incorporated herein by
reference.
During 1998 and 1999, in a series of transactions with an institutional
counterparty, the Registrant sold put options on an aggregate of 5,701,000
shares of its common stock and purchased call options on an aggregate of
2,850,500 shares of its common stock. These transactions were entered into as an
alternative to the Registrant's repurchases of its shares under its traditional
stock repurchase program. No cash was exchanged as a result of these so-called
"costless collar" transactions. Following is a chart showing information
relating to the put and call options:
Put Options:
Trade Date Expiration Date Number of Options Exercise Price
per Share
November 27, 1998 November 29, 1999 900,000 $16.35
December 10, 1998 December 10, 1999 767,000 $15.56
October 9, 1998 April 7, 2000 1,667,000 $14.43
October 22, 1998 January 21, 2000 1,667,000 $13.85
March 25, 1999 May 25, 2000 700,000 $13.17
Call Options:
Trade Date Expiration Date Number of Options Exercise Price
per Share
November 27, 1998 November 29, 1999 450,000 $17.44
December 10, 1998 December 10, 1999 383,500 $16.60
October 9, 1998 April 7, 2000 833,500 $15.15
October 22, 1998 January 21, 2000 833,500 $14.65
March 25, 1999 May 25, 2000 350,000 $13.84
As of March 22, 2000, the date on which this Form 10-K was originally
filed, the Registrant had a remaining maximum potential obligation under the put
options to buy back 2,367,000 shares at a weighted average exercise price of
$14.06 for an aggregate of $33.3 million. These put and call options are
exercisable only at maturity and expire between April and May 2000. The
Registrant has the right to settle the put options by physical settlement of the
options or by net share settlement using shares of the Registrant's common
stock. Under the call options remaining as of March 22, 2000, the Registrant has
the right, but not the obligation, to purchase from the counterparty 1,183,500
shares of its common stock at an average price per share of $14.76 in 2000. The
Registrant may, from time to time, enter into additional put and call option
arrangements. During 1999, the Registrant purchased 1,536,000 shares of its
common stock under the put options for $24.6 million. During 1999 and January
2000, put options for 1,798,000 shares expired. Each of these transactions was
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended.
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FORM 10-K/A
THERMO ELECTRON CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: June 27, 2000
