As filed with the Securities and Exchange Commission on September 22, 2000.
Registration No. 333-
-------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
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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 Number)
81 Wyman Street
Waltham, Massachusetts 02454-9046
(Address of Principal Executive Offices) (Zip Code)
THERMO TERRATECH INC. DIRECTORS STOCK OPTION PLAN
THERMO ELECTRON CORPORATION - THERMO TERRATECH INC.
NONQUALIFIED STOCK OPTION PLAN (1996)
THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN
(THERMO TERRATECH SHARES)
THERMO TERRATECH INC. DIRECTORS DEFERRED COMPENSATION PLAN
THERMO TERRATECH INC. NONQUALIFIED STOCK OPTION PLAN
THERMO ELECTRON CORPORATION - THERMO TERRATECH INC.
NONQUALIFIED STOCK OPTION PLAN (1986)
THERMO TERRATECH INC. EQUITY INCENTIVE PLAN
THERMO INSTRUMENT SYSTEMS INC. EMPLOYEES' STOCK PURCHASE PLAN
(Full Titles of the Plans)
<PAGE>
Sandra L. Lambert, Secretary
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
(Name and Address of Agent for Service)
(781) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Maximum Proposed Maximum
Title of securties Amount Offering Price Aggregate Offering Amount of
to be registered to be registered Per Share Price Registration Fee
--------------- ---------------- ----------- ----------------- ----------------
Common Stock, 563,874 $25.095 (2) $14,150,418.03 (2) $3,736
$1.00 par value shares
per share (1)
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number of shares of
Thermo Electron's common stock as may be issuable in connection with adjustments
under the employee benefit plans described herein to reflect certain changes in
Thermo Electron's capital structure, including stock dividends or stock splits.
(1) The shares registered hereunder are divided among the various plans set
forth below:
Thermo TerraTech Inc. Directors Stock Option Plan: 5,040 shares
Thermo Electron Corporation - Thermo TerraTech Inc. Nonqualified Stock Option
Plan (1996): 4,480 shares
Thermo Electron Corporation Directors Stock Option Plan (Thermo TerraTech
Shares): 450 shares
Thermo TerraTech Inc. Directors Deferred Compensation Plan: 14,800 shares
<PAGE>
Thermo TerraTech Inc. Nonqualified Stock Option Plan: 135,284 shares
Thermo TerraTech Inc. Equity Incentive Plan: 347,482 shares
Thermo Electron Corporation - Thermo TerraTech Inc. Nonqualified Stock Option
Plan (1986): 3,900 shares
Thermo Instrument Systems Inc. Employees' Stock Purchase Plan: 52,438 shares
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act of
1933. The calculation of the proposed maximum aggregate offering price has
been based upon (1) the registration hereunder of an aggregate of 563,874
shares and (2) the average of the high and low sales prices, $25.25 and
$24.94, respectively, of Thermo Electron's common stock on the New York
Stock Exchange on September 20, 2000 as reported in the consolidated
transaction reporting system.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to the respective participants in the plans registered hereunder pursuant
to Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Thermo Electron is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are on file with the Commission, are incorporated
in this Registration Statement by reference:
(a) Thermo Electron's Annual Report on Form 10-K for the fiscal year
ended January 1, 2000, as amended.
(b) Thermo Electron's Quarterly Report on Form 10-Q for the quarter
ended April 1, 2000.
(c) Thermo Electron's Quarterly Report on Form 10-Q for the quarter
ended July 1, 2000.
(d) Thermo Electron's Current Reports on Form 8-K filed with the
Commission on February 1, 2000, May 2, 2000, June 14, 2000, June
30, 2000, July 11, 2000 and August 3, 2000.
(e) The description of the common stock which is contained in Thermo
Electron's Registration Statement on Form 8-A filed under the
Exchange Act, as such description may be amended from time to time.
(f) The description of Thermo Electron's Preferred Stock Purchase
Rights which is contained in Thermo Electron's Registration
Statement on Form 8-A filed under the Exchange Act, as such
description may be amended from time to time.
All reports or proxy statements filed by Thermo Electron pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered herein have been sold, or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of Thermo Electron. Mr. Hoogasian is a
full-time employee of Thermo Electron, is an officer of Thermo Electron, and
owns or has the right to acquire 432,413 shares of common stock and 41,100
shares of the common stock of Thermo Electron's subsidiaries.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and Thermo Electron's Certificate
of Incorporation and By-Laws limit the monetary liability of directors to Thermo
Electron and to its stockholders and provide for indemnification of Thermo
Electron's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of Thermo Electron and, with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Thermo Electron also has
indemnification agreements with its directors and officers that provide for the
maximum indemnification allowed by law.
Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries against certain liabilities
which might be incurred in connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
<PAGE>
set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by Thermo Electron pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Thermo Electron's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Thermo Electron pursuant to the foregoing provisions, or otherwise,
Thermo Electron has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Thermo
Electron of expenses incurred or paid by a director, officer or controlling
person of Thermo Electron in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Thermo Electron will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Thermo
Electron certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 22nd
day of September, 2000.
THERMO ELECTRON CORPORATION
By: /s/ Richard F. Syron
----------------------------
Richard F. Syron
Its: President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Electron
Corporation hereby appoints Theo Melas-Kyriazi, Kenneth J. Apicerno, Seth H.
Hoogasian and Sandra L. Lambert, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Signature Title Date
--------- ----- ----
President, Chief Executive Officer
/s/ Richard F. Syron and Director (Principal Executive
------------------------------- Officer) September 22, 2000
Richard F. Syron
Vice President and Chief Financial
/s/ Theo Melas-Kyriazi Officer (Principal Financial and
-------------------------------- Accounting Officer) September 22, 2000
Theo Melas-Kyriazi
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/ Samuel W. Bodman
------------------------------- Director September 22, 2000
Samuel W. Bodman
/s/ Peter O. Crisp
-------------------------------- Director September 22, 2000
Peter O. Crisp
/s/ Elias P. Gyftopoulos
------------------------------- Director September 22, 2000
Elias P. Gyftopoulos
-------------------------------- Director September 22, 2000
Frank Jungers
/s/ Jim P. Manzi
------------------------------- Director September 22, 2000
Jim P. Manzi
-------------------------------- Director September 22, 2000
Robert A. McCabe
/s/ Hutham S. Olayan
------------------------------- Director September 22, 2000
Hutham S. Olayan
-------------------------------- Director September 22, 2000
Robert W. O'Leary
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as Exhibit 5).
24 Power of Attorney (see signature pages to
this Registration Statement).
<PAGE>
EXHIBIT 5
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
September 22, 2000
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
Re: Registration Statement on Form S-8 Relating to 563,874 Shares of the
Common Stock, $1.00 par value, of Thermo Electron Corporation
-------------------------------------------------------------
Dear Sirs:
I am General Counsel to Thermo Electron Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in connection with the
registration under the Securities Act of 1933, as amended, on Form S-8 (the
"Registration Statement"), of 563,874 shares of Thermo Electron's Common Stock,
$1.00 par value per share (the "Shares") subject to the stock plans listed on
Schedule 1 hereto (collectively, the "Plans").
I or a member of my legal staff have reviewed the corporate proceedings
taken by Thermo Electron with respect to the authorization of the issuance of
the Shares. I or a member of my legal staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of Thermo
Electron and have made all investigations of law and have discussed with Thermo
Electron's representatives all questions of fact that I have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion that:
1. Thermo Electron is a corporation validly existing and in corporate
good standing under the laws of the State of Delaware.
2. The issuance and sale of the Shares as contemplated in the
Registration Statement have been duly authorized by Thermo Electron.
3. The Shares, when issued and sold in accordance with the provisions
of the respective Plans, will be validly issued, fully paid and nonassessable.
<PAGE>
This opinion is limited to the applicable provisions of the Delaware
Constitution, the General Corporation Law of the State of Delaware ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
-----------------------
Seth H. Hoogasian
General Counsel
<PAGE>
SCHEDULE 1
THERMO TERRATECH INC. DIRECTORS STOCK OPTION PLAN
THERMO ELECTRON CORPORATION - THERMO TERRATECH INC.
NONQUALIFIED STOCK OPTION PLAN (1996)
THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN
(THERMO TERRATECH SHARES)
THERMO TERRATECH INC. DIRECTORS DEFERRED COMPENSATION PLAN
THERMO TERRATECH INC. NONQUALIFIED AND INCENTIVE STOCK OPTION PLAN
THERMO ELECTRON CORPORATION - THERMO TERRATECH INC.
NONQUALIFIED STOCK OPTION PLAN (1986)
THERMO TERRATECH INC. EQUITY INCENTIVE PLAN
THERMO INSTRUMENT SYSTEMS INC. EMPLOYEES' STOCK PURCHASE PLAN
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated February 17, 2000 (except for the matters discussed in Note 17, as
to which the date is March 7, 2000), included in Thermo Electron Corporation's
Annual Report on Form 10-K for the year ended January 1, 2000, and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
September 21, 2000
