UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM 10-Q/A
Amendment No. 1
(mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarter Ended July 2, 2005
[ ] 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 Identification No.)
incorporation or organization)
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
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 such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at July 29, 2005
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Common Stock, $1.00 par value 161,613,800
THERMO ELECTRON CORPORATION
The Company is filing this Amendment No. 1 to its Quarterly Report on
Form 10-Q for the quarter ended July 2, 2005, as originally filed with the SEC
on August 4, 2005, for the sole purpose of providing an exhibit (10.2) that was
listed on the original Form 10-Q but inadvertently not included as part of the
original filing. This Amendment No. 1 on Form 10-Q/A does not change the
previously reported financial statements or any of the other disclosure
contained in the original Form 10-Q. Part II is also being amended to add new
certifications in accordance with Rule 13a-14(a) of the Exchange Act.
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THERMO ELECTRON CORPORATION
Item 6 - Exhibits
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Exhibit
Number Description of Exhibit
- ------- ----------------------
2.1# Amendment to Purchase Agreement among the Company, the
indirect, wholly owned subsidiaries of the Company named
therein, SPX Corporation, and the direct and indirect, wholly
owned subsidiaries of SPX Corporation named therein, dated May
6, 2005 (filed as Exhibit 99.2 to the Company's Current Report
on Form 8-K filed May 12, 2005 [File No. 1-8002] and
incorporated herein by reference).
10.1# 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 (filed
as Exhibit 99.1 to the Company's Current Report on Form 8-K
filed May 12, 2005 [File 1-8002] and incorporated herein by
reference).
10.2 2005 Stock Incentive Plan, as amended.
10.3# Form of Thermo Electron Corporation Stock Option Agreement for
use in connection with the grant of stock options under the
Company's 2005 Stock Incentive Plan to officers and directors
(filed as Exhibit 99.1 to the Company's Current Report on Form
8-K filed May 23, 2005 [File No. 1-8002] and incorporated
herein by reference).
10.4# Indenture, dated as of May 27, 2005, between the Company and
JPMorgan Chase Bank, N.A. (filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed June 3, 2005 [File
No. 1-8002] and incorporated herein by reference).
10.5# Registration Rights Agreement, dated as of May 27, 2005, among
the Company and J.P. Morgan Securities Inc., Barclays Capital
Inc., ABN AMRO Incorporated, Banc of America Securities LLC,
KeyBanc Capital Markets, a Division of McDonald Investments
Inc., and Mitsubishi Securities International plc (filed as
Exhibit 99.2 to the Company's Current Report on Form 8-K filed
June 3, 2005 [Filed No. 1-8002] and incorporated herein by
reference).
10.6#+ Credit Agreement among the Company, Thermo Luxembourg Holding
S.a.r.l., Thermo Finance Company B.V., the several banks and
other financial institutions or entities from time to time
parties thereto, ABN AMRO Bank, N.V., as Administrative Agent,
Sole Bookrunner and a Lead Arranger, Barclays Bank PLC, as
co-Documentation Agent, JPMorgan Chase Bank, N.A., as
co-Documentation Agent, and Bank of Tokyo-Mitsubishi Trust
Company, as Syndication Agent, dated June 30, 2005.
10.7# Form of Fixed Rate Promissory Note (Multiple Loans) for use in
connection with money market loans to the Company by JPMorgan
Chase Bank, N.A.
31.1# Certification of Chief Executive Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2# Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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THERMO ELECTRON CORPORATION
Item 6 - Exhibits (continued)
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Exhibit
Number Description of Exhibit
- ------- ----------------------
31.3 Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1# Certification of Chief Executive Officer required by Exchange
Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2# Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
- ----------------------------
#Previously filed.
*Certification is not deemed "filed" for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section. Such certification
is not deemed to be incorporated by reference into any filing under the
Securities Act or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
+Confidential treatment requested as to certain portions, which portions have
been separately filed with the Securities and Exchange Commission.
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THERMO ELECTRON CORPORATION
SIGNATURES
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 as of the 29th day of August 2005.
THERMO ELECTRON CORPORATION
/s/ Seth H. Hoogasian
---------------------------------------------
Seth H. Hoogasian
Vice President, General Counsel and Secretary
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THERMO ELECTRON CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
2.1# Amendment to Purchase Agreement among the Company, the
indirect, wholly owned subsidiaries of the Company named
therein, SPX Corporation, and the direct and indirect, wholly
owned subsidiaries of SPX Corporation named therein, dated May
6, 2005 (filed as Exhibit 99.2 to the Company's Current Report
on Form 8-K filed May 12, 2005 [File No. 1-8002] and
incorporated herein by reference).
10.1# 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 (filed
as Exhibit 99.1 to the Company's Current Report on Form 8-K
filed May 12, 2005 [File 1-8002] and incorporated herein by
reference).
10.2 2005 Stock Incentive Plan, as amended.
10.3# Form of Thermo Electron Corporation Stock Option Agreement for
use in connection with the grant of stock options under the
Company's 2005 Stock Incentive Plan to officers and directors
(filed as Exhibit 99.1 to the Company's Current Report on Form
8-K filed May 23, 2005 [File No. 1-8002] and incorporated
herein by reference).
10.4# Indenture, dated as of May 27, 2005, between the Company and
JPMorgan Chase Bank, N.A. (filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed June 3, 2005 [File
No. 1-8002] and incorporated herein by reference).
10.5# Registration Rights Agreement, dated as of May 27, 2005, among
the Company and J.P. Morgan Securities Inc., Barclays Capital
Inc., ABN AMRO Incorporated, Banc of America Securities LLC,
KeyBanc Capital Markets, a Division of McDonald Investments
Inc., and Mitsubishi Securities International plc (filed as
Exhibit 99.2 to the Company's Current Report on Form 8-K filed
June 3, 2005 [Filed No. 1-8002] and incorporated herein by
reference).
10.6#+ Credit Agreement among the Company, Thermo Luxembourg Holding
S.a.r.l., Thermo Finance Company B.V., the several banks and
other financial institutions or entities from time to time
parties thereto, ABN AMRO Bank, N.V., as Administrative Agent,
Sole Bookrunner and a Lead Arranger, Barclays Bank PLC, as
co-Documentation Agent, JPMorgan Chase Bank, N.A., as
co-Documentation Agent, and Bank of Tokyo-Mitsubishi Trust
Company, as Syndication Agent, dated June 30, 2005.
10.7# Form of Fixed Rate Promissory Note (Multiple Loans) for use in
connection with money market loans to the Company by JPMorgan
Chase Bank, N.A.
31.1# Certification of Chief Executive Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2# Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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THERMO ELECTRON CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
31.3 Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1# Certification of Chief Executive Officer required by Exchange
Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2# Certification of Chief Financial Officer required by Exchange
Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
- ----------------------------
#Previously filed.
*Certification is not deemed "filed" for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section. Such certification
is not deemed to be incorporated by reference into any filing under the
Securities Act or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
+Confidential treatment requested as to certain portions, which portions have
been separately filed with the Securities and Exchange Commission.
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