UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 6, 2005
THERMO ELECTRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8002 04-2209186
State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
81 Wyman Street, P.O. Box 9046 02454-9046
Waltham, Massachusetts (Zip Code)
(Address of Principal Executive Offices
(781) 622-1000
Registrant's telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement
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On May 9, 2005, Thermo Electron Corporation (the "Company") entered into a
credit agreement relating to a 364-day senior unsecured revolving credit
facility (the "Credit Agreement") in the principal amount of $570 million, among
the Company, the several banks and other financial institutions or entities from
time to time parties thereto, JPMorgan Chase Bank, N.A. ("JPMCB"), as
administrative agent, Barclays Bank PLC, as syndication agent, and ABN AMRO
Bank, N.V., as documentation agent, to fund a portion of the purchase price for
the Company's acquisition of the Kendro Laboratory Products division of SPX
Corporation ("SPX") described in Item 2.01 below. Borrowings under the Credit
Agreement mature on May 8, 2006. Interest on borrowings under the Credit
Agreement is calculated, at the Company's option, at either LIBOR, including
statutory reserves, plus 0.40% or the prime lending rate of JPMCB.
In connection with the Credit Agreement, the Company agreed to pay a facility
fee, payable quarterly in arrears, at a rate of 0.10% per annum of the aggregate
commitments under the revolving credit facility, whether used or unused.
Commitments under the Credit Agreement will be reduced and borrowings are
required to be repaid with the net proceeds of, among other things, sales of
assets by the Company and any incurrence of indebtedness by the Company, other
than advances under the Company's existing $250 million five-year revolving
credit agreement that expires in December 2009, subject, in each case, to other
limited exceptions. The obligations of the Company under the Credit Agreement
may be accelerated upon the occurrence of an event of default under the Credit
Agreement, which includes customary events of default including, without
limitation, payment defaults, defaults in the performance of affirmative and
negative covenants, the inaccuracy of representations or warranties, bankruptcy
and insolvency related defaults, defaults relating to such matters as ERISA,
uninsured judgments and the failure to pay certain indebtedness, and a change of
control default.
In addition, the Credit Agreement contains affirmative, negative and financial
covenants customary for financings of this type. The negative covenants include
restrictions on standby and performance letters of credit, indebtedness of
subsidiaries, liens, fundamental changes, dispositions of property and
investments. The financial covenants include interest coverage and
debt-to-capital ratios.
The forgoing description of the Credit Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Credit
Agreement, which is filed with this report as Exhibit 99.1 and is incorporated
herein by reference.
Amendment to Purchase Agreement
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In connection with the completion of the acquisition of the Kendro Laboratory
Products division of SPX described in Item 2.01 below, SPX and the Company
entered into an amendment, dated as of May 6, 2005 (the "Amendment"), to the
Purchase Agreement among the Company, the indirect, wholly owned subsidiaries of
the Company named therein, SPX, and the direct and indirect, wholly owned
subsidiaries of SPX named therein, dated January 19, 2005 (the "Purchase
Agreement"). The Amendment provided for the addition of Thermo subsidiaries as
parties to the Purchase Agreement as purchasers, the revision of certain
procedures and deliverables for the closing of the transaction, and the addition
and/or revision of certain exhibits and schedules to the Purchase Agreement,
including a revised purchase price allocation reflecting the amendments to the
closing procedures.
The forgoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amendment, which
is filed with this report as Exhibit 99.2 and is incorporated herein by
reference.
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 9, 2005, the Company acquired the stock of certain businesses and assets
that comprise the Kendro Laboratory Products division ("Kendro") of SPX
Corporation ("SPX") pursuant to the Purchase Agreement for $833.5 million in
cash, subject to a post-closing adjustment. The Company funded the purchase
price for the acquisition with cash on hand and $570 million in proceeds under
the 364-day senior unsecured revolving credit facility described in Item 1.01
above.
Kendro designs, manufactures, markets and services a wide range of laboratory
equipment for sample preparation, processing and storage, used primarily in life
sciences and drug discovery laboratories as well as clinical laboratories.
Kendro will become part of the Company's Life and Laboratory Services business
segment.
The forgoing description of the transaction contemplated by the Purchase
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which was filed with the
Securities and Exchange Commission on January 21, 2005 as Exhibit 99.1 to the
Company's Current Report on Form 8-K and is incorporated herein by reference. A
copy of the press release announcing the closing of the Kendro acquisition is
filed with this report as Exhibit 99.3.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Credit
Agreement is incorporated herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this item are not included with
this initial report. The required financial statements will be filed by
amendment as soon as practicable, but not later than 71 days after the
date this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
The pro-forma financial statements required by this item are not
included with this initial report. The required pro-forma financial
statements will be filed by amendment as soon as practicable, but not
later than 71 days after the date this Current Report on Form 8-K was
required to be filed.
(c) Exhibits.
No. Description
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99.1 Credit Agreement among the Company, the several banks and
other financial institutions or entities from time to time
parties thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Barclays Bank PLC, as Syndication
Agent, and ABN AMRO Bank, N.V., as Documentation Agent,
dated May 9, 2005.
99.2 Amendment to Purchase Agreement among the Company, the
indirect, wholly owned subsidiaries of the Company named
therein, SPX, and the direct and indirect, wholly owned
subsidiaries of SPX named therein, dated May 6, 2005.
99.3 Press Release dated May 9, 2005 announcing the closing of
the Kendro acquisition.
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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 hereunto duly authorized.
THERMO ELECTRON CORPORATION
Date: May 12, 2005 /s/ Peter E. Hornstra
By: ------------------------
Peter E. Hornstra
Chief Accounting Officer