SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
June 30, 2000
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THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
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(Address of principal executive offices) (Zip Code)
(781) 622-1000
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(Registrant's telephone number
including area code)
<PAGE>
This Current Report on Form 8-K contains forward-looking statements
that involve a number of risks and uncertainties. Important factors that could
cause actual results to differ materially from those indicated by such
forward-looking statements are set forth under the heading "Risk Factors" in the
Registrant's Amendment No. 2 to Registration Statement on Form S-4 [Reg. No.
333-35478] filed with the Securities and Exchange Commission on June 27, 2000.
These include risks and uncertainties relating to: the Registrant's ability to
complete its corporate reorganization, the need for a favorable Internal Revenue
Service ruling regarding planned spin-offs of certain subsidiaries, divestitures
planned as part of the reorganization, integration of the instrument businesses,
issuance of significant amounts of additional shares as part of the
reorganization, liquidity and prospective performance of the subsidiaries to be
spun off, guarantees of obligations of the subsidiaries to be spun off, stock
price volatility, goodwill acquired by the Registrant, internal growth, the
effect of exchange rate fluctuations on the Registrant's significant
international operations, the need to develop new products and adapt to
significant technological change, changes in governmental regulations, and
dependence of demand on capital spending and government funding policies.
Item 5. Other Events
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On June 30, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding the completion of its previously announced
exchange offers for Thermo Instrument Systems Inc. and Thermedics Inc. common
stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits
99Press Release dated June 30, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on this 30th day of June, 2000.
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO ELECTRON COMPLETES THERMO INSTRUMENT AND
THERMEDICS EXCHANGE OFFERS
WALTHAM, Mass., June 30, 2000 - Thermo Electron Corporation (NYSE-TMO) announced
today that it has successfully completed its exchange offers for Thermo
Instrument Systems Inc. and Thermedics Inc. common stock. Thermo Instrument
shareholders received 0.85 shares of Thermo Electron common stock for each
Thermo Instrument share, and Thermedics shareholders received 0.45 shares of
Thermo Electron common stock for each Thermedics share, tendered in the exchange
offers. The Securities and Exchange Commission declared Thermo Electron's
registration statement for each of these exchange offers effective on Wednesday,
June 28, 2000.
According to reports from the depositaries for the exchange offers,
Thermo Electron acquired approximately 13 million shares of Thermo Instrument
common stock and approximately 8.4 million shares of Thermedics common stock in
the exchange offers. These shares represent approximately 10.1 percent of the
total number of Thermo Instrument shares outstanding (98.6 percent when combined
with shares held by Thermo Electron) and approximately 20 percent of the total
number of Thermedics shares outstanding (95.5 percent when combined with shares
held by Thermo Electron).
Thermo Electron intends to acquire the remaining Thermo Instrument and
Thermedics shares later today through short-form mergers with both subsidiaries.
Once Thermo Electron completes the short-form mergers, Thermo Instrument's and
Thermedics' shares will no longer be listed on the American Stock Exchange.
Shareholders who did not tender their shares in the exchange offers will receive
the same per-share consideration in the short-form mergers.
Thermo Electron's transfer agent, EquiServe Trust Company, N.A., will
forward to Thermo Instrument and Thermedics shareholders who did not tender
their shares in the exchange offers detailed instructions regarding how to
surrender their stock certificates in order to receive Thermo Electron shares.
Shareholders should not submit their stock certificates to the transfer agent
until they have received these materials.
Options to purchase Thermo Instrument and Thermedics common stock that
are outstanding at the time of the mergers will be assumed by Thermo Electron
and converted into options to purchase Thermo Electron common stock. Obligations
outstanding at the time of the mergers under Thermo Instrument's and Thermedics'
convertible debentures will be assumed by Thermo Electron, and these debentures
will be convertible into Thermo Electron shares.
-more-
<PAGE>
Thermo Electron Corporation is a leading provider of analytical and
monitoring instruments used in a broad range of applications, from life sciences
research to telecommunications to food and beverage production. In addition,
Thermo Electron serves the healthcare market through a family of medical
companies, and is a major producer of paper recycling systems and provides
fiber-recovery products. As announced on January 31, 2000, the company has
initiated a major reorganization that would transform it into one publicly
traded entity focused on its core instruments business. The company's medical
products and paper recycling businesses will be spun off as dividends to Thermo
Electron shareholders. More information is available on the Internet at
http://www.thermo.com.
OTHER IMPORTANT INFORMATION:
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE FOLLOWING DOCUMENTS WHEN THEY
BECOME AVAILABLE, REGARDING THE EXCHANGE OFFER AND THE MERGER DESCRIBED IN THIS
ANNOUNCEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION:
* THERMO ELECTRON'S PRELIMINARY PROSPECTUS, ANY PROSPECTUS SUPPLEMENT,
FINAL PROSPECTUS, AND OTHER MATERIALS RELATING TO THE THERMO INSTRUMENT
AND THERMEDICS EXCHANGE OFFERS.
* THERMO ELECTRON'S REGISTRATION STATEMENTS ON FORM S-4 AND SCHEDULES TO,
AS AMENDED, WHICH RELATE TO THE THERMO INSTRUMENT AND THERMEDICS
EXCHANGE OFFERS AND CONTAIN OR INCORPORATE BY REFERENCE THE DOCUMENTS
LISTED ABOVE AND OTHER INFORMATION.
* THERMO INSTRUMENT'S AND THERMEDICS' SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9.
THESE DOCUMENTS AND AMENDMENTS TO THESE DOCUMENTS HAVE BEEN OR WILL BE FILED
WITH THE SEC. WHEN THESE AND OTHER DOCUMENTS ARE FILED WITH THE SEC, THEY MAY BE
OBTAINED FOR FREE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. YOU MAY ALSO OBTAIN FOR
FREE EACH OF THESE DOCUMENTS, WHEN AVAILABLE, FROM US. YOU CAN CALL US AT (781)
622-1111 OR WRITE TO US AT:
INVESTOR RELATIONS DEPARTMENT
THERMO ELECTRON CORPORATION
81 WYMAN STREET, P.O. BOX 9046
WALTHAM, MA 02454-9046
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Risk Factors"
in the company's Amendment No. 2 to Registration Statement on Form S-4 [Reg. No.
333-35478] filed with the Securities and Exchange Commission on June 27, 2000.
These include risks and uncertainties relating to: the company's ability to
complete its corporate reorganization, the need for a favorable Internal Revenue
Service ruling regarding planned spin-offs of certain subsidiaries, divestitures
planned as part of the reorganization, integration of the instrument businesses,
issuance of significant amounts of additional shares as part of the
reorganization, liquidity and prospective performance of the subsidiaries to be
spun off, guarantees of obligations of the subsidiaries to be spun off, stock
price volatility, goodwill acquired by the company, internal growth, the effect
of exchange rate fluctuations on the company's significant international
operations, the need to develop new products and adapt to significant
technological change, changes in governmental regulations, and dependence of
demand on capital spending and government funding policies.
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