UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)
Metrika Systems Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
59159M 10 6
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(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 31, 2000
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(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 [ ].
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<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 5,846,700
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
5,846,700
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10 SHARED DISPOSITIVE POWER
0
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<PAGE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,846,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
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14 TYPE OF REPORTING PERSON *
CO
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<PAGE>
Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $.01 per share,
of Metrika Systems Corporation (the "Issuer"), as set forth below.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect a change in the
information previously reported under Items 4 and 6 of this Schedule 13D. The
Reporting Person holds the Shares of the Issuer that are the subject of this
Amendment through one or more controlled subsidiaries. As of the date of this
Amendment, 5,219,600 Shares were held by Thermo Instrument Systems Inc. ("Thermo
Instrument"), a majority-owned subsidiary of the Reporting Person.
Through the largest of its four operating segments, measurement and
detection, the Reporting Person is a leading provider of analytical and
monitoring instruments used in everything from life sciences research to food
and beverage production. The Reporting Person serves the healthcare market
through its biomedical segment and is a recognized leader in heart-assist
devices, respiratory-care equipment, neurodiagnostics, and mammography systems.
Through its energy and environment segment, the Reporting Person develops and
operates power plants and offers a range of environmental consulting and
resource management services. The Reporting Person is also a major producer of
paper-recycling equipment and provides water-clarification and fiber-recovery
products and services through its recycling and resource recovery segment. In
addition, the Reporting Person conducts a broad range of advanced technology
R&D.
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 Amendment 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.
Item 3 is hereby amended and restated in its entirety as follows:
Any funds necessary for the proposed transaction described in Item 4 below
will be paid out of the Reporting Person's working capital.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On January 31, 2000, the Reporting Person issued a press release stating
that Thermo Instrument will make a cash tender offer for any and all of the
outstanding Shares, at $9.00 per share. Thermo Instrument currently owns
approximately 70.5% of the outstanding Shares. Thermo Instrument will condition
the tender offer on receiving acceptances from holders of enough Shares so that,
when combined with Thermo Instrument's current ownership of Shares, Thermo
Instrument's ownership reaches at least 90%. If Thermo Instrument achieves this
90% ownership threshold, Thermo Instrument will acquire all remaining
outstanding Shares through a short-form merger in Delaware. Shareholders who do
not tender their Shares to Thermo Instrument during the tender offer would also
receive $9.00 per Share in cash for their stock in the short-form merger. The
Reporting Person, which currently directly owns approximately 8.5% of the
outstanding Shares, will tender its Shares to Thermo Instrument in the tender
offer. The tender offer and proposed subsequent short-form merger require
Securities and Exchange Commission clearance of necessary filings; a short-form
merger would not require approval of the Issuer's board of directors or
shareholders.
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.
Items 5 (a) - (c) are hereby amended and restated in their entirety as
follows:
(a) The Shares beneficially owned by the Reporting Person include 627,100
Shares, or approximately 8.5% of the outstanding Shares, owned directly by the
Reporting Person, and 5,219,600 Shares, or approximately 70.5% of the
outstanding Shares, owned by Thermo Instrument. To the knowledge of the
Reporting Person, the executive officers and directors of the Reporting Person
beneficially own an aggregate of 137,500 Shares or approximately 1.8% of the
outstanding Shares. To the knowledge of the Reporting Person, the Shares
beneficially owned by all executive officers and directors of the Reporting
Person include 117,500 Shares that such persons have the right to acquire within
60 days through the exercise of stock options. Ownership information for each
executive officer and director of the Reporting Person, as of January 1, 2000,
is set forth below.
Name Number of Shares(1)
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Samuel W. Bodman 0
Peter O. Crisp 1,000
Elias P. Gyftopoulos 1,000
George N. Hatsopoulos 30,000
John N. Hatsopoulos 25,000
Brian D. Holt 2,000
Frank Jungers 1,000
John T. Keiser 12,000
Paul F. Kelleher 2,500
Earl R. Lewis 20,000
Robert A. McCabe` 6,000
Theo Melas-Kyriazi 25,000
Robert W. O'Leary 0
Hutham S. Olayan 1,000
William A. Rainville 10,000
Richard F. Syron 0
Roger D. Wellington 1,000
All directors and current executive
officers as a group (17 persons) 137,500
(1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos,
Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Jungers, Mr. Keiser, Mr.
Kelleher, Mr. Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Ms. Olayan, Mr. Rainville,
Mr. Wellington and all directors and executive officers as a group include
1,000, 1,000, 30,000, 10,000, 2,000, 1,000, 12,000, 2,500, 20,000, 1,000,
25,000, 1,000, 10,000, 1,000 and 117,500 Shares, respectively, that such person
or members of the group have the right to acquire within 60 days.
While certain directors and executive officers of the Reporting Person are
also directors and officers of the Issuer, all such persons disclaim beneficial
ownership of the Shares owned by the Reporting Person.
<PAGE>
(b) The Reporting Person and the executive officers and directors of the
Reporting Person have the sole power to vote and dispose of the Shares each such
person owns, except as follows: Shares beneficially owned by Mr. McCabe include
5,000 Shares held by a trust of which he and members of his family are trustees.
(c) The Reporting Person has effected no transactions with respect to the
Shares during the past 60 days. To the knowledge of the Reporting Person, the
executive officers and directors of the Reporting Person have effected no
transactions in the Shares in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
The first two paragraphs of Item 6 are hereby amended and restated in their
entirety as follows:
As set forth in Item 4 hereof, the Reporting Person has announced that
Thermo Instrument will make a cash tender offer for any and all of the
outstanding Shares, at $9.00 per share.
Of the 5,846,700 Shares beneficially owned by the Reporting Person, 84,950
Shares are subject to options to acquire such Shares granted by the Reporting
Person pursuant to its director and employee stock option plans. The executive
officers and directors of the Reporting Person have the right, pursuant to such
options, to acquire 40,000 Shares. In addition, the following executive officers
and directors of the Reporting Person have the right to acquire shares from the
Issuer pursuant to the Issuer's director and employee stock option plans: Dr. G.
Hatsopoulos has the right to acquire 10,000 Shares within 60 days; Mr. J.
Hatsopoulos has the right to acquire 10,000 Shares within 60 days; Mr. Keiser
has the right to acquire 10,000 Shares within 60 days; Mr. Kelleher has the
right to acquire 2,500 Shares within 60 days; Mr. Lewis has the right to acquire
20,000 Shares within 60 days; and Mr. Melas-Kyriazi has the right to acquire
25,000 Shares within 60 days.
<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: February 1, 2000 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Vice President and Chief
Financial Officer
<PAGE>
Appendix A is hereby amended and restated in its entirety as follows:
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.
Samuel W. Bodman: Director, Thermo Electron
Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation, a
manufacturer of specialty chemicals and materials. His business address is Cabot
Corporation, 75 State Street, Boston, Massachusetts 02109.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp was, until September 1997, a General Partner of Venrock
Associates, a venture capital investment firm. He has been the vice chairman of
Rockefeller Financial Services, Inc. since December 1997.
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 Chairman of Pilot Capital Corporation, a firm which is
engaged in private investments. His business address is Pilot Capital
Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022.
<PAGE>
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the President and Chairman of Premier, Inc., a strategic
alliance of not-for-profit health care and hospital systems. 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, a
firm engaged in private investments, including real estate, and advisory
services. Her business address is Suite 1100, 505 Park Avenue, New York, New
York 10022. Ms. Olayan is a citizen of Saudi Arabia.
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.
Richard F. Syron: President, Chief Executive Officer
and Chairman of the Board, Thermo
Electron
George N. Hatsopoulos: Director and Chairman Emeritus,
Thermo Electron
John N. Hatsopoulos: Director and Vice Chairman of the
Board, Thermo Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
Brian D. Holt: Chief Operating Officer, Energy and
Environment, Thermo Electron
John T. Keiser: Chief Operating Officer,
Biomedical, Thermo Electron
Earl R. Lewis: Chief Operating Officer,
Measurement and Detection, Thermo
Electron
William A. Rainville: Chief Operating Officer, Recycling
and Resource Recovery, Thermo
Electron
Paul F. Kelleher: Senior Vice President, Finance &
Administration and Chief Accounting
Officer, Thermo Electron
