SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 30, 1995
[ ] 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
incorporation or organization) Identification No.)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, $1.00 par value New York Stock Exchange
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
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 the
filing requirements for at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference into Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 26, 1996, was approximately $4,625,253,000.
As of January 26, 1996, the Registrant had 87,927,556 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year
ended December 30, 1995, are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on May 21, 1996, are incorporated by
reference into Part III.
PAGE
PART I
Item 1. Business
(a) General Development of Business
Thermo Electron Corporation and its subsidiaries (the Company or the
Registrant) develop, manufacture, and market environmental monitoring and
analysis instruments; biomedical products including heart-assist devices,
respiratory care equipment, and mammography systems; paper-recycling and
papermaking equipment; alternative-energy systems; industrial process
equipment; and other specialized products. The Company also provides
environmental, laboratory, and metallurgical services and conducts
advanced-technology research and development. The Company performs its
business through divisions and wholly owned subsidiaries, as well as
majority-owned subsidiaries that are partially owned by the public or by
private investors.
A key element in the Company's growth has been its ability to commercialize
innovative products and services emanating from research and development
activities conducted at the Company's various subsidiaries and divisions.
The Company's strategy has been to identify business opportunities arising
from social, economic, and regulatory issues and to seek a leading market
share through the application of proprietary technology. As part of this
strategy, the Company continues to focus on the acquisition of
complementary businesses that can be integrated into its existing core
businesses to leverage the Company's access to new markets.
The Company believes that maintaining an entrepreneurial atmosphere is
essential to its continued growth and development. In order to preserve
this atmosphere, the Company has adopted a strategy of spinning out certain
of its businesses into separate subsidiaries and having these subsidiaries
sell a minority interest to outside investors. The Company believes that
this strategy provides additional motivation and incentives for the
management of the subsidiaries through the establishment of subsidiary-
level stock option incentive programs, as well as capital to support the
subsidiaries' growth. The Company's wholly and majority-owned subsidiaries
are provided with centralized corporate development, administrative,
financial, and other services that would not be available to many
independent companies of similar size. As of March 11, 1996, the Company
had 16 subsidiaries that have sold minority equity interests, 12 of which
are publicly traded and 4 of which are privately held. In addition, two
subsidiaries have privately sold debentures that will be convertible into
shares of common stock of these subsidiaries upon completion of their
initial public offerings.
The Company is a Delaware corporation and was incorporated in 1956. The
Company completed its initial public offering in 1967 and was listed on the
New York Stock Exchange in 1980. The principal executive office of the
Company is 81 Wyman Street, Waltham, Massachusetts 02254-9046 (telephone:
617-622-1000).
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(b) Financial Information About Industry Segments
The Company's products and services are divided into six segments:
Instruments, Alternative-energy Systems, Process Equipment, Biomedical
Products, Environmental Services, and Advanced Technologies. Products or
services within a particular segment are provided by more than one
subsidiary, and certain subsidiaries' products or services are included in
more than one segment. The principal products and services offered by the
Company in the six industry segments are described in detail below (see
"Principal Products and Services"). Financial information concerning the
Company's industry segments is summarized in Note 15 to Consolidated
Financial Statements in the Registrant's 1995* Annual Report to
Shareholders and is incorporated herein by reference.
(c) Description of Business
(i) Principal Products and Services
Instruments
The Company, through its Thermo Instrument Systems Inc. subsidiary, is a
worldwide leader in the development, manufacture, and marketing of
analytical, monitoring, process control, and imaging, inspection, and
measurement instruments used to identify and analyze air pollution,
radioactivity, complex chemical compounds, toxic metals, and other elements
in a broad range of liquids and solids, as well as to control, monitor,
image, inspect, and measure various industrial processes and life sciences
phenomena.
Thermo Instrument historically has expanded both through the acquisition of
companies, product lines, and technologies and through internal development
of new products and technologies. During the past several years Thermo
Instrument has completed a number of complementary acquisitions that have
provided additional technologies, specialized manufacturing or product
development expertise, and broader capabilities in marketing and
distribution. In 1995, Thermo Instrument's acquisitions included Gould
Instrument Systems, Inc. and the Analytical Instrument Division of
Analytical Technology, Inc.
On March 1, 1995, Thermo Instrument entered into an agreement with Fisons
plc (Fisons) to acquire the Scientific Instruments Division of Fisons for
approximately 202 million British pounds sterling. On April 13, 1995,
Thermo Instrument announced that it had received a "second request" for
information regarding the transaction from the U.S. Federal Trade
Commission (FTC). After extensive discussions with Fisons and the FTC, in
January 1996, Thermo Instrument withdrew its original pre-merger
notification filing under the Hart-Scott-Rodino Antitrust Improvements Act
(the HSR Act), and submitted a new filing with respect to a modified form
of the acquisition. On February 15, 1996, Thermo Instrument announced that
the FTC had granted early termination of the waiting period under the HSR
Act with respect to the modified acquisition and, on March 1, 1996, Thermo
Instrument announced that it had received clearance from U.K. antitrust
regulatory authorities. The form of the acquisition cleared by the FTC and
the U.K. authorities excludes from the businesses to be acquired by Thermo
Instrument substantially all of the mass spectrometer businesses of Fisons
and a high-resolution mass spectrometer/inductively-coupled plasma product.
These businesses accounted for slightly less than 20% of the 1995
* References to 1995, 1994, and 1993 herein are for the fiscal years ended
December 30, 1995, December 31, 1994, and January 1, 1994, respectively.
3PAGE
revenues of Fisons' Scientific Instruments Division. The new purchase price
is expected to be slightly less than 150 million British pounds sterling
and will be subject to a post-closing adjustment based on the net asset
value of the acquired businesses as of the closing date. The modified
acquisition is still subject to the consent of certain third parties and
the satisfaction of other closing conditions.
Thermo Instrument has adopted Thermo Electron's spinout strategy in an
effort to more clearly focus its many analytical technologies on their more
specific niche markets. To date, Thermo Instrument has completed an initial
public offering of ThermoSpectra Corporation, has privately offered equity
in Thermo BioAnalysis Corporation, and has privately sold convertible
debentures in Thermo Optek Corporation and ThermoQuest Corporation.
ThermoSpectra develops, manufactures, and markets precision imaging,
inspection, and measurement instruments based on high-speed data
acquisition and digital processing technologies to provide industrial and
research customers with integrated systems that address their specific
needs. ThermoSpectra's products include digital oscillographic recorders
and data acquisition systems that continuously measure and monitor signals
from various sensors; digital storage oscilloscopes (DSOs) capable of
taking hundreds of millions of measurements per second of transient signals
or short bursts of data; X-ray microanalyzers used as accessories to
electron microscopes to provide elemental materials analysis as a
supplement to the microscope's imaging capabilities; nondestructive X-ray
inspection systems for process monitoring and quality control applications;
and confocal laser scanning microscopes that use laser light to generate
precise optical images primarily for life science applications.
Thermo BioAnalysis develops, manufactures, and sells capillary
electrophoresis, matrix-assisted laser desorption/ionization time-of-flight
(MALDI-TOF) mass spectrometry, and health physics instrumentation.
Capillary electrophoresis is a powerful separation technique based on a
combination of chromatographic and electroanalytical technologies.
MALDI-TOF mass spectrometers measure the weight of the components of a
sample and identify inorganic chemical components and/or inorganic elements
contained within the sample. Thermo BioAnalysis' health physics division
manufactures and sells radiation detection and counting instrumentation and
sophisticated radiation monitoring systems to the nuclear industry
throughout the world. In February 1996, Thermo BioAnalysis acquired
Dynatech Laboratories Worldwide from Dynatech Corporation, which designs,
manufactures, and markets products used in the immunoassay segment of the
bioinstrumentation market. Immunoassay is an analytical method widely used
in pharmaceutical and biopharmaceutical research, as well as for clinical
testing of patient samples.
Thermo Optek is a leader in the development, manufacture, and marketing of
products used for both elemental and molecular analysis. These products are
based on several optical spectroscopy techniques, including Atomic Emission
(AE), Atomic Absorption (AA), and Fourier transform infrared (FT-IR) and
FT-Raman technologies.
4PAGE
Thermo Optek's AE and AA spectrometers identify and measure trace
quantities of metals and other elements in a wide variety of materials,
including environmental samples (such as soil, water, and wastes), foods,
drugs, cosmetics, and alloys. Thermo Optek sells its products to a range of
customers from manufacturing industries to service industries to government
and university laboratories. Thermo Optek is a leading manufacturer of
FT-IR and FT-Raman spectrometers, which nondestructively determine the
chemical composition and physical properties of materials. These
instruments are used in chemical research, industrial quality control, and
process monitoring, and for solving a wide variety of materials-analysis
problems.
ThermoQuest is a leading manufacturer of commercial mass spectrometers and
has pioneered many of the significant developments and applications of mass
spectrometry. ThermoQuest's mass spectrometry products identify and measure
the components of a sample for organic chemical compounds or for inorganic
compounds. These instruments are used by customers in research and the
production of pharmaceuticals; in environmental analysis and pollution
control; in biochemistry; in analysis of foods, chemicals, and
petrochemicals; and in health and forensic sciences. ThermoQuest also
manufactures high performance liquid chromatographs, gas chromatographs,
and related instruments and equipment used principally in the research and
development and production monitoring of pharmaceuticals and chemicals, and
for environmental monitoring. These instruments separate the chemical
components of substances for purposes of identification and measurement.
Thermo Instrument's wholly owned businesses manufacture monitoring
instruments for two principal markets: the detection and measurement of
nuclear radiation, and the monitoring of air pollutants including toxic and
combustible gases.
The Company's nuclear radiation monitoring instruments detect and measure
alpha, beta, gamma, neutron, and X-ray radiation emitted by natural sources
and by radioactive materials used in nuclear power plants and certain
governmental, industrial, and medical facilities. The Company is a major
supplier of instruments and systems that are manufactured to European
standards for personnel protection and environmental monitoring. The
Company also manufactures industrial gauging and process control
instruments used principally by manufacturers of flat-sheet materials,
including metals, plastics, rubber, paper, and fibers.
The Company's air-monitoring instruments measure pollutants in ambient air
and from stationary sources such as industrial smoke stacks. The principal
pollutants measured are oxides of nitrogen, sulfur dioxide, carbon
monoxide, ozone, and volatile organic compounds (VOCs). These instruments
are used by utility and industrial customers to ensure compliance with
environmental regulations, by government agencies to monitor air quality,
and by research facilities. The Occupational Safety and Health
Administration's safety requirements for protecting workers from toxic or
explosive atmospheres in confined spaces are addressed with the Company's
detectors, instruments, and systems for sensing, monitoring, and warning of
such dangers.
5PAGE
In addition, the Company manufactures equipment that provides on-line,
real-time analysis of elements in bulk raw materials, such as coal and
cement.
The Company manufactures and markets a number of process monitoring,
analysis, and control systems including: analog and digital recorders for
continuous process industries; process and laboratory analytical
instruments and monitors to detect lethal gases for the oil, gas, and
petrochemical industries; supervisory control and data acquisition software
for process monitoring and operator interface in a variety of industrial
processes; and turnkey, integrated systems to control networks of distant
oil and gas wells.
The Company also manufactures and markets process gauges and noncontacting
and nonintrusive process control instrumentation to measure liquid levels,
density, weight, and flows for a variety of industries. The Company's X-ray
fluorescence instruments allow for the nondestructive analysis of inorganic
elements. Applications include alloy identification, on-line process
monitoring and quality control, characterization of toxic metals in soil,
and thickness and/or composition of semiconductor thin films.
The 1995 acquisition of ATI's Analytical Instrument Division added to the
Company's product offerings in several analytical areas, notably in
ultraviolet visual spectrometry and thermogravimetric analysis.
Alternative-energy Systems
The Company's Alternative-energy Systems segment includes the operation
and, prior to 1994, the construction and sale of independent (nonutility)
power plants. This segment also includes the manufacture, sale, and
servicing of industrial refrigeration systems; natural gas and marine
engines; packaged cooling and cogeneration systems; and steam turbines and
compressors.
Alternative-energy Power Plants
Through its Thermo Ecotek Corporation subsidiary, the Company designs,
develops, owns, and operates independent (nonutility) electric power
generation facilities that use a range of environmentally responsible
combustion technologies. Since 1987, the Company has owned and operated
facilities fueled by agricultural and wood waste, including urban wood
waste (referred to as "biomass"). The Company currently operates seven
facilities representing total electric generating capacity of approximately
140 megawatts. The Company develops and operates its facilities through
joint ventures or limited partnerships in which the Company has a majority
interest or through wholly owned subsidiaries.
Thermo Ecotek intends to pursue project development and acquisition
opportunities both in the U.S. and internationally. Projects are expected
to include power generation and "clean-fuels" production and processing
facilities, and may include natural gas infrastructure facilities and
investments in other environmental businesses in the future.
6PAGE
The facilities that are leased by the Company are owned by institutional
investors and leased on a long-term basis to the Company or to joint
ventures or partnerships in which the Company has ownership interests. The
Company uses internal funds for preconstruction development expenses and
generally obtains external financing for construction. The Company has
equity ownership interests in three operating plants. The Company may make
additional significant equity investments in future projects. The process
of locating, developing, financing, and constructing power plants is highly
complex, lengthy, and expensive and only a small percentage of the power
projects that the Company evaluates or pursues results in operating
projects.
In August 1995, Thermo Ecotek, through two wholly owned subsidiaries,
entered into a Limited Partnership Agreement with KFX Wyoming, Inc., a
subsidiary of KFX Inc. (KFX), to develop, construct, and operate a
subbituminous coal-beneficiation plant to be located near Gillette,
Wyoming. The plant, which is expected to begin commercial operation in late
1996, will employ certain patented clean coal technology.
Thermo Ecotek also entered into an agreement with KFX under which Thermo
Ecotek acquired 3,000,000 shares of KFX common stock, or approximately 14%
of the outstanding stock of KFX, for $2.00 per share, and obtained the
rights to purchase up to 51% of KFX common stock at certain times through
2000.
In July 1995, Thermo Ecotek entered into an agreement to invest $15 million
in a 185 megawatt combined cycle, steam-turbine electric generation
facility located in Puerto Plata, Dominican Republic, owned by Smith/Enron
Cogeneration Limited Partnership (SECLP), contingent upon the satisfaction
by the facility of certain performance tests. In other international
projects, Thermo Ecotek has two plants under development in India, and has
begun development efforts in the Czech Republic, to provide environmentally
friendly power generation.
Waste-recycling Facility
In early 1994, the Company completed construction and commenced operation
of a 2,100-ton-per-day municipal solid waste-recycling facility (the
Recycling Facility) in San Diego County, California (the County). The
construction of the Recycling Facility was financed by the issuance of
$133.7 million principal amount of bonds by the California Pollution
Control Financing Authority (the CPCFA Bonds). The County is a party to
these financing arrangements and is responsible for payment of the facility
debt in the event of County defaults. The obligations are nonrecourse to
the Company for events of County default.
The Company entered into a 24-year agreement with the County under which
the Company, for a service fee, was committed to recycle materials
recovered from the County's waste stream to reduce the volume of remaining
waste. During 1995, the County ceased delivering waste to the facility and
defaulted on certain payment obligations to the Company. The County was
also not in compliance with certain covenants of its agreements with the
bank group that provided the facility financing. As a result of the
preceding events, the Company wrote off its net investment in the facility
during 1995. (See also "Management's Discussion and Analysis of Financial
Condition and Results of Operations" incorporated by reference into Item 7
hereof.)
7PAGE
Other
The Company, through its Thermo Power Corporation subsidiary, develops,
manufactures, markets, and services environmentally sound and economically
efficient industrial refrigeration equipment, natural gas-fueled and
low-emission natural gas engines for vehicular and stationary applications,
lift-truck engines, marine engines, and commercial cooling and cogeneration
units.
Through its industrial refrigeration business, the Company provides
environmentally sound solutions to the refrigeration needs of the
food-processing, petrochemical, and pharmaceutical industries. More than
80% of the Company's refrigeration products operate on ammonia, a
nonozone-depleting alternative to the chlorofluorocarbon refrigerants
gradually being phased out by government regulations. The 1994 acquisition
of NuTemp, Inc., which rents and sells new and remanufactured commercial
cooling and industrial refrigeration equipment, broadens the product lines
and services the Company offers.
Many of Thermo Power's products are powered by its low-emission dedicated
natural gas-fueled TecoDrive(R) engines. Thermo Power has supplied major
fleet operators such as United Parcel Service and the U.S. Postal Service
with TecoDrive engines to power some of their alternative-fuel vehicles.
Thermo Power also manufactures natural gas engines for stationary
applications, including compressor drives. Other products that operate with
TecoDrive engines include cooling and cogeneration systems and gas
engine-driven refrigeration systems. The Company also manufactures gasoline
and LPG (liquefied petroleum gas) engines for lift trucks and gasoline
engines for marine applications, primarily "cruiser" class boats ranging in
size from 25 to 45 feet.
In addition, the Company conducts sponsored research and development on
advanced systems for clean combustion, including a low-cost system for
converting a diesel-fueled engine to operate solely on natural gas without
major modifications to the engine.
Through its ThermoLyte Corporation subsidiary, formed in March 1995, Thermo
Power is developing a line of propane-powered lighting products, including
flashlights, area lights or lanterns, and hazard lights. These products
will be based on proprietary technology for a rigid mantle, the "bulb" in
gas lighting products.
The Company's Alternative-energy Systems segment also includes its Peter
Brotherhood Ltd. subsidiary, a U.K.-based manufacturer of steam turbines
and compressors.
Process Equipment
The Company designs, manufactures, and sells advanced, custom-engineered
processing machinery, including paper-recycling and papermaking equipment,
metallurgical thermal-processing systems, and electroplating systems.
8PAGE
Paper-recycling and Papermaking Equipment
Through its Thermo Fibertek Inc. subsidiary, the Company designs and
manufactures processing machinery and accessories for the paper-recycling
and papermaking industries. The Company's principal products include
custom-engineered systems and equipment for the preparation of wastepaper
for conversion into recycled paper, and accessory equipment and related
consumables important to the efficient operation of papermaking machines.
The Company has developed technologically advanced equipment for the
preparation of white recycled fiber (e.g. printing and office paper,
newsprint, and tissue). The Company sells in countries outside the Pacific
Rim technologically advanced equipment for the preparation of brown
recycled fiber (e.g. corrugated boxes and paper bags) pursuant to a license
from Aikawa Iron Works Co., Ltd., a leading Japanese manufacturer of this
equipment.
Thermo Fibertek also designs and manufactures accessories used in the
papermaking industry, including doctor blades and showers that perform
on-line continuous cleaning of the fabrics and rolls used in the
papermaking process. This cleaning process is important to papermakers
because it reduces machine breakdowns, extends the life of consumable paper
machine fabrics, and improves paper quality. Thermo Fibertek also
manufactures forming tables, vacuum systems, and water-management systems.
In December 1994, a wholly owned subsidiary of the Company entered into a
$145 million contract for engineering, procurement, and construction
services for an office wastepaper de-inking facility located in Menominee,
Michigan. Completion of construction is expected in 1996. Thermo Fibertek
is supplying approximately $16 million of equipment and services under the
contract over a two-year period.
Metallurgical Thermal-processing Systems
The Company, through a division of its Thermo TerraTech Inc. subsidiary
(formerly Thermo Process Systems Inc.), designs, manufactures, and sells
computer-controlled, custom-engineered thermal-processing systems used to
treat primary metals and metal parts.
The Company also manufactures electroplating systems, heavy metal and
waste-treatment systems, and aqueous cleaning systems that offer an
alternative to the use of ozone-damaging solvents in a variety of
production processes.
Biomedical Products
The Company's Biomedical Products segment comprises a number of different
businesses. The Company made several acquisitions in 1995, including Bird
Medical Technologies, Inc. and Bennett X-Ray Corporation.
Thermo Cardiosystems Inc., a majority-owned subsidiary of Thermedics Inc.,
has developed two versions of an implantable left ventricular-assist system
(LVAS): a pneumatic system that can be controlled by either a bedside
console or portable unit, and an electric system that features an internal
electric motor powered by an external battery-pack worn by the patient.
9PAGE
These devices are designed to perform substantially all or part of the
pumping function of the left ventricle of the natural heart for patients
suffering from cardiovascular disease. Unlike a total artificial heart
system, an LVAS allows the natural heart to remain in place to assist the
heart when it is unable to provide sufficient cardiac function to maintain
life. In October 1994, the U.S. Food and Drug Administration (FDA) granted
approval for commercial sale of the pneumatic LVAS. With this approval, the
pneumatic system is available for sale to cardiac centers throughout the
United States. In April 1994, the Company received the European Conformity
Mark (CE Mark) for the commercial sale of the pneumatic LVAS in all
European Community countries. The electric version of the LVAS, which
received the CE Mark in August 1995, is currently being used in clinical
trials in the U.S. for patients awaiting heart transplants and may not be
sold commercially in this country until it has received approval from the
FDA. In December 1995, the FDA approved the protocol for conducting
clinical trials using Thermo Cardiosystems' electric LVAS as an alternative
to transplant. It is implanted both as a bridge to transplant and as an
alternative to heart transplants in Europe.
The Company's wholly owned International Technidyne Corporation subsidiary
is a leading manufacturer of hemostasis management products, including
blood coagulation-monitoring instruments. International Technidyne also
manufactures and markets skin-incision devices that can draw minute but
medically significant blood samples through precisely controlled incisions.
Nicolet Biomedical Inc., another wholly owned subsidiary of the Company, is
a leading manufacturer of biomedical instruments for assessing muscle,
nerve, sleep, hearing, and brain blood-flow disorders and for related work
in clinical neurophysiology. These instruments are used in hospitals,
clinics, universities, private practice medical offices, and medical
research facilities by physicians and technologists for routine clinical
testing and intra-operative monitoring. Nicolet Biomedical also
manufactures systems that record and display spontaneous brain waves in the
form of a topographic colored "map." Such maps of brain activity are used
in conjunction with other measurements to assist in the diagnosis of
various neurologic disorders.
Trex Medical Corporation, a majority owned subsidiary of ThermoTrex
Corporation, is a leading manufacturer of low-dose X-ray mammography
equipment and minimally invasive needle-biopsy systems. In 1992, the
Company introduced a digital imaging mammography system designed to target
only a specific area of the breast where a suspicious lesion has been
detected, creating a digital image of the lesion on a video monitor within
seconds of taking an X-ray. The advantage of digital imaging is that the
radiologist can manipulate and enhance the image quality to scrutinize
subtle differences that may go undetected on a film-based X-ray. The
Company is developing a digital imaging system capable of imaging the whole
breast rather than just a specific area. The FDA is currently evaluating
whether this type of screening system will require a premarket approval
application or a 510(k) application. The Company does not expect to submit
data to the FDA seeking market clearance for its full-breast digital
imaging system before the end of 1996.
10PAGE
Trex Medical's needle-biopsy systems provide a less-invasive alternative to
conventional surgical biopsies. Compared with open surgery, these needle
techniques are less traumatic to the patient, result in less scarring,
which can affect the accuracy of future mammograms, and are performed on an
outpatient basis at significantly lower cost.
Acquired in September 1995, Bennett X-Ray Corporation, a subsidiary of Trex
Medical, is a leading manufacturer of general-purpose and specialty
radiographic systems, including mammography systems. Bennett manufactures
office-based radiographic systems, which are cost-effective units generally
used in doctors' offices and surgi-care centers. In 1993, Bennett broadened
its focus by offering the more sophisticated, more expensive systems
typically used in hospitals. Bennett entered the hospital market with
systems based on its patented high-frequency generator, which permits
shorter exposure times that result in lower radiation doses and greater
image contrast and resolution.
ThermoLase Corporation, a majority-owned subsidiary of ThermoTrex,
manufactures skin-care, bath, and body products sold through salons, spas,
and stores, including the lotion that is an integral part of the
laser-based SoftLight(SM) system that has been developed for the removal of
unwanted hair.
Bird Medical Technologies, Inc. was acquired by Thermo Electron in August
1995. Bird Medical Technologies develops, manufactures, and sells
respiratory care equipment and accessories and infection-control products
to hospitals, subacute care facilities, outpatient surgical centers,
doctors, dentists, the military, as well as other manufacturers.
Environmental Services
Through its Thermo TerraTech subsidiary, the Company provides comprehensive
laboratory-based environmental testing and analysis, as well as design and
construction inspection of water supply and wastewater treatment
facilities, natural resource management consultation, surveying and site
planning, transportation engineering services, solid waste management
services, and building services.
In February 1995, Thermo TerraTech acquired Elson T. Killam Associates
Inc., which provides environmental consulting and engineering services and
specializes in wastewater treatment and water resources management.
In May 1995, Thermo TerraTech acquired substantially all of the assets of
Lancaster Laboratories, Inc. and its affiliate Clewmark Holdings
(collectively Lancaster Laboratories). Lancaster Laboratories, based in
Lancaster, Pennsylvania, is a provider of high-quality analytical services
to the environmental, food, and pharmaceutical industries.
Thermo Remediation Inc., a majority-owned subsidiary of Thermo TerraTech,
provides soil-remediation services from a network of regional centers.
These soil-remediation centers thermally treat soils to remove and destroy
hydrocarbon contamination caused by leaking storage tanks, spills
accumulated at manufactured-gas plants and refineries, and from other
sources. Thermo Remediation also operates a waste fluids-recycling facility
11PAGE
through a fluids-recovery company based in Arizona, and offers services in
nuclear remediation and health safety at radioactivity contaminated sites.
Through Thermo Remediation's December 1995 acquisition of Remediation
Technologies, Inc., the Company also offers a broad array of remedial
solutions, including bioremediation and the application of risk-based
corrective actions such as brownfield development. A majority-owned
subsidiary of Thermo TerraTech, Thermo EuroTech N.V. (formerly J. Amerika
N.V.), provides waste-oil recycling, underground tank removal, and other
environmental services from its Netherlands-based operation.
In addition, metallurgical heat-treating services are provided for
customers in the automotive, aerospace, defense, and other industries. The
Company also provides metallurgical fabrication services, principally on
high-temperature materials, for customers in the aerospace, medical,
electronics, and nuclear industries.
Advanced Technologies
The Company's ThermoTrex subsidiary conducts sponsored research and
development and is also attempting to commercialize new products based on
advanced technologies it has developed in its laboratories. Sponsored
research and development conducted by ThermoTrex, principally for the U.S.
government, includes basic and applied research in electro-optic and
electro-acoustic systems, signal processing, materials technology, and
lasers.
ThermoTrex is currently developing a passive microwave camera intended to
"see" through clouds and fog to enhance safety in aerial navigation, the
Sonic CT(TM) (computed tomography) system for the early detection of breast
cancer, and a blood-flow measurement system, called the Doppler CT, for the
diagnosis and monitoring of peripheral vascular disease. Because
ThermoTrex's products are at different stages of development and subject to
different levels of regulatory approval, no assurance can be given that the
necessary approvals for any of the projects will be obtained on a timely
basis, or at all, or that any of them will eventually result in
commercially viable products.
In April 1995, ThermoLase received clearance from the FDA to commercially
market its laser-based hair-removal system, SoftLight. The SoftLight system
uses a low-energy dermatology laser, in combination with a laser-absorbing
lotion, to remove hair. On October 30, 1995, ThermoLase opened its first
pilot retail center, Spa Thira, in La Jolla, California. Currently, this is
the only location where the SoftLight process is available. ThermoLase has
signed leases for Spa Thira locations in Dallas and Beverly Hills, and
plans to begin opening additional centers in the second half of calendar
1996. In January 1996, ThermoLase formed a joint venture to market the
SoftLight process in Japan.
Through Thermedics' Thermo Sentron Inc. (formerly Ramsey Technology, Inc.)
subsidiary, the Company manufactures high-speed precision weighing and
inspection equipment for industrial production and packaging lines serving
two principal markets: packaged goods and bulk materials. The packaged
goods market includes a wide range of checkweighing equipment and metal
detectors that can be integrated at various stages in production lines for
12PAGE
process control and quality assurance and are sold primarily to customers
in the food processing and pharmaceutical industries. The bulk materials
product line includes conveyor belt scales, solids level measurement and
conveyor monitoring devices, and sampling systems, all sold primarily to
customers in the mining and material processing industries, as well as
electric utilities, chemical, and other manufacturing companies.
Through the Orion laboratory products division of Analytical Technology,
Inc., acquired by Thermedics in December 1995, the Company manufactures
electrochemistry, microweighing, process, and other instruments used to
analyze the chemical composition of foods, beverages, and pharmaceuticals
and detect contaminants in environmental and high-purity water samples.
Based on technology that has been used to develop instruments sold by the
Company for the detection of nitrogen-based compounds, the Company
developed the EGIS(R) system for screening people, baggage, and electronic
equipment, such as personal computers, for the presence of a wide range of
explosives, including the plastic explosives that have proven difficult to
detect using conventional methods. In 1992, the Company introduced a
high-speed product quality assurance system based on its vapor-detection
technology for use in bottling lines in the carbonated beverage industry
(the Alexus(R) system). The Alexus system is currently being used to ensure
product quality in more than 200 bottling lines worldwide. In 1994, the
Company introduced a new system to the bottled water industry, and it
continues to develop new technologies for product quality applications in
response to consumer demand for product quality and regulatory influences.
Thermo Voltek Corp., a majority-owned subsidiary of Thermedics, designs,
develops, and manufactures electronic test instruments that test electronic
and electrical systems and components for electromagnetic compatibility
(EMC), offers EMC-consulting and systems-integration services, acts as a
distributor of a broad range of EMC-testing products, and manufactures
power-conversion systems for use in telecommunications equipment. Thermo
Voltek also designs, manufactures, and markets high-voltage power
conversion systems, modulators, fast-response protection systems, and
related high-voltage equipment for industrial, medical, and environmental
processes, and defense and scientific research applications.
The Company's wholly owned Coleman Research Corporation subsidiary,
acquired in March 1995, provides systems integration, systems engineering,
and analytical services to government and commercial customers in fields of
information technology, energy and the environment, software engineering,
launch systems, advanced radar imaging, and health systems.
Publicly and Privately Held Subsidiaries
In 1983, the Company adopted a strategy of having certain subsidiaries sell
a minority interest in a public or private offering to outside investors.
An important goal of this strategy is to provide the entrepreneurial
atmosphere and focused performance incentives of a separate business. As of
March 11, 1996, the Company had 16 subsidiaries that have sold minority
equity interests, 12 of which are publicly traded and 4 of which are
privately held. In addition, two subsidiaries have privately sold
debentures that will be convertible into shares of common stock of these
subsidiaries upon the completion of their initial public offerings.
13PAGE
Thermedics Inc. develops, manufactures, and markets product quality
assurance systems, precision weighing and inspection equipment, explosives-
detection devices, microweighing and electrochemistry instruments, as well
as biomaterials and other biomedical products. Thermedics' products are
included in the Company's Biomedical Products and Advanced Technologies
segments.
Thermo Cardiosystems Inc., a majority-owned subsidiary of Thermedics,
develops, manufactures, markets, and sells implantable left
ventricular-assist systems designed to perform substantially all or
part of the pumping function of the left ventricle of the natural
heart for patients suffering from cardiovascular disease. Thermo
Cardiosystems' products are included in the Company's Biomedical
Products segment.
Thermo Voltek Corp., a majority-owned subsidiary of Thermedics,
designs, manufactures, and markets instruments that test electronic
systems and components for electromagnetic compatibility, and provides
related distribution and consulting services. Thermo Voltek also
designs and manufactures high-voltage power conversion systems for
research and commercial applications, and specialized power supplies
for telecommunications equipment. Thermo Voltek's products are
included in the Company's Advanced Technologies segment.
Thermo Instrument Systems Inc. develops, manufactures, and markets
analytical, monitoring, and process control instruments used to detect and
measure air pollution, nuclear radioactivity, complex chemical compounds,
toxic metals, and other elements in a wide range of materials as well as to
control and monitor various industrial processes. Thermo Instrument's
products represent the Company's Instruments segment.
ThermoSpectra Corporation, a majority-owned subsidiary of Thermo
Instrument, develops, manufactures, and markets precision imaging,
inspection, and measurement instruments based on high-speed data
acquisition and digital processing technologies.
Thermo BioAnalysis Corporation, a majority-owned, privately held
subsidiary of Thermo Instrument, develops, manufactures, and sells
instrumentation for the analytical biochemistry, biopharmaceutical,
and health physics instrumentation markets. It comprises four
operations that specialize in capillary electrophoresis;
matrix-assisted laser desorption/ionization time-of-flight mass
spectrometry; health physics instrumentation; and immunoassays, which
are analytical methods widely used in pharmaceutical and
biopharmaceutical research, as well as for clinical testing of patient
samples.
Thermo Optek Corporation, a wholly owned, privately held subsidiary of
Thermo Instrument, is a worldwide leader in the development,
manufacture, and marketing of optical and energy-based analytical
instruments. These instruments are used in the quantitative and
qualitative chemical analysis of elements and molecular compounds in a
wide variety of solids, liquids, and gases.
14PAGE
ThermoQuest Corporation, a wholly owned, privately held subsidiary of
Thermo Instrument, develops, manufactures, and sells mass
spectrometers, liquid chromatographs, and gas chromatographs for the
environmental, pharmaceutical, and industrial marketplaces. These
analytical instruments are used in the quantitative and qualitative
chemical analysis of organic and inorganic compounds at ultra-trace
levels of detection.
Thermo TerraTech Inc. provides environmental services and infrastructure
planning and design encompassing a range of specializations within
consulting and design, soil and water remediation, and laboratory testing.
Thermo TerraTech also provides metal-treating services. Thermo TerraTech's
products and services are included in the Company's Environmental Services
and Process Equipment segments.
Thermo Remediation Inc., a majority-owned subsidiary of Thermo
TerraTech, is a leading provider, to clients nationwide, of services
for the recycling of petroleum-contaminated soils and fluids as well
as manufactured-gas plant and refinery wastes. Thermo Remediation is
also a major supplier of nuclear remediation and safety services at
radioactively contaminated sites, and is a leader in the application
of bioremediation technology. Thermo Remediation's services are
included in the Company's Environmental Services segment.
Thermo EuroTech N.V., a majority-owned, privately held subsidiary of
Thermo TerraTech, provides environmental services in the Netherlands,
including recycling waste oils, testing, removal, and installation of
underground storage tanks, and groundwater cleanup. Thermo EuroTech's
services are included in the Company's Environmental Services segment.
Thermo Power Corporation manufactures, markets, and services industrial
refrigeration equipment; natural gas engines for vehicular and stationary
applications; natural gas-fueled cooling and cogeneration systems;
lift-truck engines; and marine engines. Thermo Power also conducts
sponsored research and development on advanced systems for clean combustion
and other high-efficiency gas-fueled devices. Thermo Power's products are
included in the Company's Alternative-energy Systems segment.
ThermoLyte Corporation, a majority-owned, privately held subsidiary of
Thermo Power, was formed in March 1995 to develop and commercialize a
line of propane-powered lighting products, including flashlights, area
lights or lanterns, and hazard lights.
ThermoTrex Corporation manufactures and markets mammography and needle-
biopsy systems for the early detection of breast cancer, and develops
advanced technologies that it is incorporating into commercial products for
the medical imaging, personal-care, and avionics industries. ThermoTrex's
products are included in the Company's Advanced Technologies and Biomedical
Products segments.
15PAGE
ThermoLase Corporation, a majority-owned subsidiary of ThermoTrex, has
developed a laser-based system for the removal of unwanted hair, and
manufactures skin-care and other personal-care products sold through
salons, spas, and stores. ThermoLase's hair-removal system, called
SoftLight, is included in the Company's Advanced Technologies segment,
and its skin-care products are included in the Company's Biomedical
Products segment.
Trex Medical Corporation, a majority-owned privately held subsidiary
of ThermoTrex, designs, manufactures, and markets mammography
equipment and minimally invasive stereotactic needle biopsy systems
used for the detection of breast cancer, as well as office-based
general radiography equipment. Trex Medical's products are included in
the Company's Biomedical Products segment.
Thermo Fibertek Inc. develops, manufactures, and markets a range of
equipment and accessory products for the domestic and international paper
industry, including de-inking and stock-preparation equipment, and
water-management systems for paper recycling. Thermo Fibertek's products
are included in the Company's Process Equipment segment.
Thermo Ecotek Corporation develops and operates independent (nonutility)
power plants that use clean combustion technology and alternative-energy
sources, such as agricultural waste. The Company is also now involved in
engineered clean fuels, as well as a range of other environmentally sound
technologies. Thermo Ecotek's operations are included in the Company's
Alternative-energy Systems segment.
(ii) New Products
The Company's business includes the development and introduction of new
products and may include entry into new business segments. The Company has
made no commitments to new products that require the investment of a
material amount of the Company's assets, nor does it have any definitive
plans to enter new business segments that would require such an investment
(see Section (xi) "Research and Development").
(iii) Raw Materials
Thermo Cardiosystems relies upon several custom-designed components and
materials supplied by other companies to manufacture its LVAS. In 1992,
several suppliers of such components and materials notified Thermo
Cardiosystems that they intended to exit the biomedical market. While the
Company believes that it will be able to develop new sources of, or
alternatives to, these materials and components, no assurance can be given
that the Company will develop such sources or alternatives in a timely
manner, or that the FDA will approve the use of any such alternative
materials or components.
Except as described above, in the opinion of management, the Company has a
readily available supply of raw materials for all of its significant
products from various sources and does not anticipate any difficulties in
obtaining the raw materials essential to its business.
16PAGE
(iv) Patents, Licenses, and Trademarks
The Company considers patents to be important in the present operation of
its business. Except for ThermoLase's patents for its laser-based
hair-removal system, the Company does not consider any patent, or related
group of patents, to be of such importance that its expiration or
termination would materially affect the Company's business taken as a
whole. The Company seeks patent protection for inventions and developments
made by its personnel and incorporated into its products or otherwise
falling within its fields of interest. Patent rights resulting from work
sponsored by outside parties do not always accrue exclusively to the
Company and may be limited by agreements or contracts.
The Company protects some of its technology as trade secrets and, where
appropriate, uses trademarks or registers its products. It also enters into
license agreements with others to grant and/or receive rights to patents
and know-how.
(v) Seasonal Influences
There are no significant seasonal influences on the Company's sales of
products and services.
(vi) Working Capital Requirements
There are no special inventory requirements or credit terms extended to
customers that would have a material adverse effect on the Company's
working capital.
(vii) Dependency on a Single Customer
No single customer accounted for more than 10% of the Company's total
revenues in any of the past three years. The Advanced Technologies segment
derived approximately 27%, 13%, and 23% of its revenues in 1995, 1994, and
1993, respectively, from contracts with various agencies of the U.S.
government and approximately 23% of its revenues in 1994 from one customer
for a process-detection instrument. In connection with the development of
power plants, the Company typically enters into long-term power supply
contracts with a single customer for the sale of power generated by each
plant. The Alternative-energy Systems segment derived 16% of its revenues
in 1995 and 1994 and 9% of its revenues in 1993, from Pacific Gas &
Electric and 15%, 19%, and 18% of its revenues in 1995, 1994, and 1993,
respectively, from Southern California Edison.
17PAGE
(viii) Backlog
The Company's backlog of firm orders at year-end 1995 and 1994 was as
follows:
(In thousands) 1995 1994
-------------------------------------------------------------------------
Instruments $188,700 $139,600
Alternative-energy Systems 112,900 109,100
Process Equipment 114,800 199,000
Biomedical Products 77,100 37,300
Environmental Services 76,500 46,700
Advanced Technologies 117,200 206,500
-------- --------
$687,200 $738,200
======== ========
The Alternative-energy Systems segment backlog for 1994 has been restated
to exclude the backlog of the Recycling Facility (see "Alternative-energy
Systems" under section (c), "Description of Business").
Backlog includes the uncompleted portion of research and development
contracts and the uncompleted portion of certain equipment contracts that
are accounted for using the percentage-of-completion method. The Company
believes approximately 95% of the 1995 backlog will be filled during fiscal
1996.
(ix) Government Contracts
Approximately 9% of the Company's total revenues in 1995 were derived from
contracts or subcontracts with the federal government, which are subject to
renegotiation of profits or termination. The Company does not have any
knowledge of threatened or pending renegotiation or termination of any
material contract or subcontract.
(x) Competition
The Company is engaged in many highly competitive industries. The nature of
the competition in each of the Company's markets is described below:
Instruments
The Company is among the principal manufacturers of analytical instrumenta-
tion. Within the markets for the Company's analytical instrument products,
the Company competes with several large corporations with broad product
offerings, as well as numerous smaller companies that address only
particular segments of the industry or specific geographic areas. The
Company's instruments business generally competes on the basis of technical
advances that result in new products and improved price-performance ratios,
reputation among customers as a quality leader for products and services,
and active research and application-development programs. To a lesser
extent, the Company competes on the basis of price.
18PAGE
Alternative-energy Systems
The worldwide independent power market consists of numerous companies,
ranging from small startups to multinational industrial companies. In
addition, a number of regulated utilities have created subsidiaries that
compete as nonutility generators. Nonutility generators often specialize in
market "niches," such as a specific technology or fuel (for example,
gas-fired cogeneration, refuse-to-energy, hydropower, geothermal, wind,
solar, wood or coal) or a specific region of the country where they believe
they have a market advantage. However, many nonutility generators,
including the Company, seek to develop projects on a best-available-fuel
basis. The Company competes primarily on the basis of project experience,
technical expertise, capital resources, and power pricing.
The Company's sale of industrial refrigeration systems is subject to
intense competition. The industrial refrigeration market is mature, highly
fragmented, and extremely dependent on close customer contacts. Major
industrial refrigeration companies, of which the Company is one, account
for approximately one-half of worldwide sales, with the balance generated
by many smaller companies. The Company competes principally on the basis of
its advanced control systems and overall quality, reliability, service, and
price. The Company believes it is a leader in remanufactured refrigeration
equipment. Its rental services business has one large competitor that
supplies rental equipment. The Company competes in this market based on
price, delivery time, and customized equipment.
The Company's sale of packaged cogeneration systems is subject to intense
competition, both direct and indirect. Direct competitors consist of
companies that sell cogeneration products resembling those sold by the
Company as well as electric utilities' pricing programs. Indirect
competitors include manufacturers of conventional heating and cooling
systems.
As the alternative-fuel engine market becomes fully developed, the Company
anticipates that competition, specifically in the market for natural gas
engines for vehicles, will be intense, and potential competitors may
include major automotive and natural gas companies and other companies that
have substantially greater financial resources than those of the Company.
The Company has experienced intense competition in the marine engine
business in recent years as some of its former customers have been acquired
by competitors following the vertical integration of the boating industry.
Competition is primarily on the basis of quality, reliability, and service.
Process Equipment
The Company faces significant competition in the markets for paper-
recycling and water handling equipment and papermachine accessories, and
competes in these markets primarily on the basis of quality, service,
technical expertise, and product innovation. The Company is a leading
supplier of accessory equipment for papermaking machines, and competes in
this market primarily on the basis of service, technical expertise, and
performance.
19PAGE
The market for thermal-processing systems is subject to intense competition
worldwide. The Company is aware of at least eight companies that market a
number of products comparable to the Company's, but competition for
particular projects is typically limited to fewer companies. The Company
competes on the basis of several factors, including technical performance,
product quality and reliability, timely delivery, and often price.
Biomedical Products
Competition in the markets for most of the Company's biomedical products,
including those manufactured by Thermo Cardiosystems, ThermoTrex, Nicolet
Biomedical, ITC, and Bird Medical Technologies, is based to a large extent
upon technical performance.
The Company is aware of one other company that has submitted a PMA
application with the FDA for an implantable LVAS. The Company is unaware
whether this PMA application has been accepted for filing by the FDA. Also,
the Company is aware of one other company that has received approval by the
FDA Advisory Panel on Circulatory System Devices and subsequent commercial
approval for its cardiac-assist device. This is an external device that is
positioned on the outside of the patient's chest and is intended for
short-term use in the hospital environment. The Company is also aware that
a total artificial heart is currently undergoing clinical trials. The
requirement of obtaining FDA approval for commercial sale of an LVAS is a
significant barrier to entry into the U.S. market for these devices. There
can be no assurance, however, that FDA regulations will not change in the
future, reducing the time and testing required for others to obtain FDA
approval. In addition, other research groups and companies are developing
cardiac-assist systems using alternative technologies or concepts, one or
more of which might prove functionally equivalent to or more suitable than
the Company's systems. Among products that have been approved for
commercial sale, the Company competes primarily on the basis of
performance, service capability, reimbursement status, and price.
The Company is one of a number of competitors in the markets for
mammography and general radiographic systems and is one of two competitors
in the market for prone stereotactic needle biopsy systems. The Company
competes in these markets primarily on the basis of product features,
product performance, and reputation, as well as price and service. Many of
the Company's radiographic products are technologically innovative, and the
markets in which the Company competes with these products are characterized
by rapid technological change. The Company believes that in order for it to
be competitive in these markets it will be important for it to continue to
be technologically innovative.
Environmental Services
The Company competes in the market for soil-remediation services based on
its ability to offer customers superior protection from environmental
liabilities using a national network of cleanup facilities. The Company
believes that there are two other companies that operate fixed-site
thermal-treatment facilities for soil-remediation in multiple states.
However, the Company faces competition in local markets from landfills,
20PAGE
other treatment technologies, and from companies competing with similar
technologies, which limits the prices that can be charged by the Company.
Pricing is therefore a major competitive factor for the Company.
The Company's metallurgical services business competes in specialty
machining services. Competition is based principally on services provided,
turnaround time, and price.
Hundreds of independent analytical testing laboratories and consulting
firms compete for environmental services business nationwide. Many of these
firms use equipment and processes similar to those of the Company.
Competition is based not only on price, but also on reputation for
accuracy, quality, and the ability to respond rapidly to customer
requirements. In addition, many industrial companies have their own
in-house analytical testing capabilities. The Company believes that its
competitive strength lies in certain niche markets within which the Company
is recognized for its expertise.
Advanced Technologies
In its contract research and development business, the Company not only
competes with other companies and institutions that perform similar
services, but must also rely on the ability of government agencies and
other clients to obtain allocations of research and development monies to
fund contracts with the Company. The Company competes for its research and
development programs principally on the basis of technical innovations. As
government funding becomes more scarce, particularly for defense projects,
the competition for such funding will become more intense. In addition, as
the Company's programs move from the development stage to commercializa-
tion, competition is expected to intensify.
The Company's Orion division competes with several international companies.
In the markets for the products made by its Orion division, the Company
competes on the basis of performance, service, technology, and price.
The Company's Thermo Sentron subsidiary competes with several international
and regional companies in the market for its products. Thermo Sentron's
competitors in the packaged goods market differ from those in the bulk
materials market. The principal competitive factors in both markets are
customer service and support, quality, reliability, and price.
The Company's product quality assurance systems compete with chemical-
detection systems manufactured by several companies and with other
technologies and processes for product quality assurance. Competition in
the markets for all of the Company's detection products is based primarily
on performance, service, and price.
There are a number of competing technologies for instruments that detect
explosives and narcotics, including makers of other chemical-detection
instruments as well as enhanced X-ray detectors. To date, the Federal
Aviation Administration (FAA) has not required that U.S. airports and
airlines buy advanced explosives-detection equipment. The Company believes
that companies, if any, whose devices are required by the FAA will have a
substantial competitive advantage in the United States.
21PAGE
The Company is a leading supplier of pulsed electromagnetic interference
testing equipment in the U.S., and believes that it is also among the
leading suppliers in Europe and the Pacific Rim, other than Japan. The
Company competes in this market primarily on the basis of performance,
technical expertise, and reputation.
The Company estimates that there are approximately 20 companies that
independently manufacture and market high-voltage power supply systems of
the general type manufactured and marketed by Thermo Voltek. Thermo Voltek
competes for both contracts and commercial sales primarily on the basis of
technical expertise, product performance, and reputation.
The Company's Coleman Research subsidiary has numerous public and private
competitors in its various market segments. Coleman Research competes
primarily on the basis of price, technological performance, technical
expertise, and reputation.
(xi) Research and Development
During 1995, 1994, and 1993, the Company expended $266,104,000,
$229,200,000, and $176,316,000, respectively, on research and development.
Of these amounts, $167,120,000, $149,645,000, and $116,733,000,
respectively, were sponsored by customers and $98,984,000, $79,555,000, and
$59,583,000, respectively, were Company-sponsored. Approximately 930
professional employees were engaged full-time in research and development
activities at December 30, 1995.
(xii) Environmental Protection Regulations
The Company believes that compliance with federal, state, and local
environmental protection regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.
(xiii) Number of Employees
At December 30, 1995, the Company employed approximately 14,400 persons.
(d) Financial Information about Exports by Domestic Operations and about
Foreign Operations
Financial information about exports by domestic operations and about
foreign operations is summarized in Note 15 to Consolidated Financial
Statements in the Registrant's 1995 Annual Report to Shareholders and is
incorporated herein by reference.
22PAGE
(e) Executive Officers of the Registrant
Present Title (Year First
Name Age Became Executive Officer)
--------------------------- --- --------------------------------------
George N. Hatsopoulos(1) 69 Chairman of the Board, President, Chief
Executive Officer, and Director (1956)
John N. Hatsopoulos(1) 61 Executive Vice President and Chief
Financial Officer (1968)
Robert C. Howard 65 Executive Vice President (1968)
Peter G. Pantazelos 65 Executive Vice President (1968)
Arvin H. Smith 66 Executive Vice President (1983)
William A. Rainville 54 Senior Vice President (1993)
John W. Wood Jr. 52 Senior Vice President (1995)
Paul F. Kelleher 53 Vice President, Finance and
Administration (1982)
(1) George N. Hatsopoulos and John N. Hatsopoulos are brothers.
Each executive officer serves until his successor is chosen or appointed
and qualified or until earlier resignation, death, or removal. All
executive officers, except Messrs. Rainville and Wood, have held comparable
positions with the Company for at least the last five years. Mr. Rainville
has been a Senior Vice President of the Company since 1993 and was a Vice
President of the Company from 1986 to 1993. Mr. Wood has been President and
Chief Executive Officer of Thermedics Inc. since 1984 and was a Vice
President of the Company from 1994 to 1995, prior to becoming a Senior Vice
President of the Company in 1995.
Item 2. Properties
The location and general character of the Company's principal properties by
industry segment as of December 30, 1995, are as follows:
Instruments
The Company owns approximately 1,446,000 square feet of office,
engineering, laboratory, and production space, principally in California,
Colorado, Wisconsin, Germany, and England, and leases approximately
1,596,000 square feet of office, engineering, laboratory, and production
space principally in California, Connecticut, Massachusetts, Ohio, Texas,
Wisconsin, and England, under leases expiring from 1996 to 2017.
Alternative-energy Systems
The Company owns approximately 358,000 square feet of office, engineering,
and production space, principally in Pennsylvania and England, and leases
approximately 320,000 square feet of office, engineering, laboratory, and
production space principally in Illinois and Michigan, under leases
expiring from 1996 to 2017.
23PAGE
The Company operates four independent power plants in California, Maine,
and New Hampshire, under leases expiring from 2000 to 2010. The Company
owns three independent power plants in New Hampshire and California and a
waste-recycling facility in California.
Process Equipment
The Company owns approximately 1,160,000 square feet of office, laboratory,
and production space, principally in Connecticut, Massachusetts, New York,
France, and England, and leases approximately 308,000 square feet of
office, engineering, and production space principally in Michigan and
Wisconsin, under leases expiring from 1996 to 2004.
Biomedical Products
The Company owns approximately 248,000 square feet of office and production
space in California, Connecticut, and New Jersey, and leases approximately
587,000 square feet of office, engineering, laboratory, and production
space in California, Illinois, New York, and Texas, under leases expiring
from 1996 to 2009.
Environmental Services
The Company owns approximately 835,000 square feet of office, laboratory,
and production space, principally in California, Pennsylvania, Minnesota,
and the Netherlands, and leases approximately 540,000 square feet of
office, engineering, laboratory, and production space principally in
California, Massachusetts, New Hampshire, New Mexico, and Pennsylvania,
under leases expiring from 1996 to 2008.
The Company owns approximately 16 acres of land from which it provides
soil-remediation and fluid-recycling services in Arizona and Washington and
leases approximately 96 acres of land from which it provides soil-recycling
services in Maryland and South Carolina.
Advanced Technologies and Corporate Headquarters
The Company owns approximately 190,000 square feet of office space in
Massachusetts and New York, and leases approximately 1,119,000 square feet
of office, engineering, and laboratory space principally in Alabama,
California, Florida, Massachusetts, and Minnesota, under leases expiring
from 1996 to 2008.
The Company believes that its facilities are in good condition and are
suitable and adequate to meet its current needs, and that suitable
replacements are available on commercially reasonable terms for any leases
that expire in 1996 in the event that the Company is unable to renew such
leases on reasonable terms.
24PAGE
Item 3. Legal Proceedings
The Company has participated in the operation of the Dade County Downtown
Government Center cogeneration facility in Miami, Florida, through a 50/50
joint venture of subsidiaries of the Company and Rolls-Royce, Inc. This
facility and the joint venture are involved in regulatory and other legal
proceedings at the Federal Energy Regulatory Commission, the Florida Public
Service Commission and in court. See the information pertaining to this
matter in Note 7 to Consolidated Financial Statements, and under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Registrant's 1995 Annual Report to
Shareholders (filed as Exhibit 13 to this Annual Report on Form 10-K),
which information is incorporated herein by reference.
Certain subsidiaries of the Company have been notified that the U.S.
Environmental Protection Agency (EPA) has determined that a release or a
substantial threat of a release of a hazardous substance, as defined in the
Comprehensive Environmental Response Compensation and Liability Act of 1980
(CERCLA or the Superfund law), occurred at sites to which chemical or other
wastes generated by the manufacturing operations of these companies may
have been sent. These notifications generally also allege that these
companies may be potentially responsible parties with respect to the
remedial actions needed to control or clean up any such releases. Under
CERCLA, responsible parties can include current and previous owners of the
site, generators of hazardous substances disposed of at the site, and
transporters of hazardous substances to the site. Each responsible party
can be jointly and severally liable, without regard to fault or negligence,
for all costs associated with site remediation. In each instance the
Company believes that it is one of several companies that received such
notification and who may likewise be held liable for any such remedial
costs.
The Company is also involved in situations under state environmental laws
with respect to certain other sites where remediation may be required. The
Company is conducting investigative or remediation activities at these
sites pursuant to arrangements with state environmental agencies.
The Company evaluates its potential liability as a responsible party for
these environmental matters on an ongoing basis subject to factors such as
the estimated remediation costs, the nature and duration of the Company's
involvement with the site, the financial strength of other potentially
responsible parties, and the availability of indemnification from previous
owners of acquired businesses. Estimated liabilities are accrued in
accordance with Statement of Financial Accounting Standards No. 5,
"Accounting for Contingencies." To date, the Company has not incurred any
significant liability with respect to any of these sites and anticipates
that future liabilities related to sites where the Company is currently a
potentially responsible party or is otherwise conducting investigative or
remediation activities, will not have a material adverse effect on its
business, results of operations, or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
25PAGE
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Information concerning the market and market price for the Registrant's
common stock, $1.00 par value, and related matters, is included under the
sections labeled "Common Stock Market Information" and "Dividend Policy" in
the Registrant's 1995 Annual Report to Shareholders and is incorporated
herein by reference.
Item 6. Selected Financial Data
The information required under this item is included under the sections
"Ten Year Financial Summary" and "Dividend Policy" in the Registrant's 1995
Annual Report to Shareholders and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1995 Annual Report to Shareholders and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of December 30, 1995,
are included in the Registrant's 1995 Annual Report to Shareholders and are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
Not Applicable.
26PAGE
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required under this item is
incorporated herein by reference from the material contained under the
caption "Election of Directors" in the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A, not later than 120 days after the close of the fiscal
year. The information concerning delinquent filers pursuant to Item 405 of
Regulation S-K is incorporated herein by reference from the material
contained under the heading "Disclosure of Certain Late Filings" under the
caption "Stock Ownership" in the Registrant's definitive proxy statement to
be filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the close of the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive
Compensation" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership"
in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later
than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship with
Affiliates" in the Registrant's definitive proxy statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the close of the fiscal year.
27PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a), (d) Financial Statements and Schedules
(1) The financial statements set forth in the list below are
filed as part of this Report.
(2) The financial statement schedule set forth in the list below
is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference
are set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this
Item 14
Information incorporated by reference from Exhibit 13 filed
herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Financial Schedule included herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or not required, or because the required information is shown
either in the financial statements or in the notes thereto.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated November 28, 1995
announcing that it had entered into an agreement to sell its 4 1/4%
convertible subordinated debentures due 2003.
(c) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
28PAGE
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 11, 1996
THERMO ELECTRON CORPORATION
By: George N. Hatsopoulos
---------------------
George N. Hatsopoulos
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of March 11, 1996.
Signature Title
--------- -----
By: George N. Hatsopoulos President, Chief Executive Officer,
----------------------------- Chairman of the Board and Director
George N. Hatsopoulos
By: John N. Hatsopoulos Executive Vice President and Chief
----------------------------- Financial Officer
John N. Hatsopoulos
By: Paul F. Kelleher Vice President, Finance and Adminis-
----------------------------- tration (Chief Accounting officer)
Paul F. Kelleher
By: John M. Albertine Director
-----------------------------
John M. Albertine
By: Peter O. Crisp Director
-----------------------------
Peter O. Crisp
By: Elias P. Gyftopoulos Director
-----------------------------
Elias P. Gyftopoulos
By: Frank Jungers Director
-----------------------------
Frank Jungers
By: Robert A. McCabe Director
-----------------------------
Robert A. McCabe
By: Frank E. Morris Director
-----------------------------
Frank E. Morris
By: Donald E. Noble Director
-----------------------------
Donald E. Noble
By: Hutham S. Olayan Director
-----------------------------
Hutham S. Olayan
By: Roger D. Wellington Director
-----------------------------
Roger D. Wellington
29PAGE
Report of Independent Public Accountants
----------------------------------------
To the Shareholders and Board of Directors of
Thermo Electron Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermo
Electron Corporation's Annual Report to Shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated
February 15, 1996 (except with respect to the matters discussed in Note 16
as to which the date is March 1, 1996). Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14 on page 28 is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
February 15, 1996
30PAGE
SCHEDULE II
Thermo Electron Corporation
Valuation and Qualifying Accounts
(In thousands)
Year Ended December 30, 1995
Balance, Charged
Begin- to Costs Accounts Accounts Balance,
ning of and Recov- Written End of
Year Expenses Other(a) ered Off Year
------------------------------------------------------------------------
Allowance for
Doubtful
Accounts $21,664 $ 5,473 $ 6,886 $ 420 $(6,422) $28,021
========================================================================
Year Ended December 31, 1994
Balance, Charged
Begin- to Costs Accounts Accounts Balance,
ning of and Recov- Written End of
Year Expenses Other(a) ered Off Year
------------------------------------------------------------------------
Allowance for
Doubtful
Accounts $14,174 $ 4,225 $ 7,646 $ 268 $(4,649) $21,664
========================================================================
Year Ended January 1, 1994
Balance, Charged
Begin- to Costs Accounts Accounts Balance,
ning of and Recov- Written End of
Year Expenses Other(a) ered Off Year
------------------------------------------------------------------------
Allowance for
Doubtful
Accounts $11,341 $ 2,720 $ 1,532 $ 1,961 $(3,380) $14,174
========================================================================
(a) Allowances of businesses acquired during the year as described in Note
3 to Consolidated Financial Statements in the Registrant's 1995 Annual
Report to Shareholders.
31PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
2.1 Asset and Stock Purchase Agreement among the
Registrant, Thermo Instrument Corporation and Fisons
plc dated November 1, 1995 (filed as Exhibit 2.3 to
Thermo Instrument's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and Exhibit 2 to
Thermo Instrument's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995 [File No. 1-9786]
and incorporated herein by reference). Pursuant to Item
601(b)(2) of Regulation S-K, schedules to this
Agreement have been omitted. The Company hereby
undertakes to furnish supplementally a copy of such
schedules to the Commission upon request.
3.1 Restated Certificate of Incorporation of the
Registrant, as amended (filed as Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 2, 1994 [File No. 1-8002] and
incorporated herein by reference).
3.2 By-laws of the Registrant, as amended (filed as Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended January 1, 1994 [File No. 1-8002]
and incorporated herein by reference).
4.1 Fiscal Agency Agreement dated July 29, 1992 between the
Registrant and Chemical Bank, pertaining to the
Registrant's 4 5/8% Senior Convertible Debentures due
1997 (filed as Exhibit 19 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 27, 1992
[File No. 1-8002] and incorporated herein by
reference).
Fiscal Agency Agreement dated as of April 15, 1994
between the Registrant and Chemical Bank, pertaining to
the Registrant's 5% Senior Convertible Debentures due
2001 (filed as Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
April 2, 1994 [File No. 1-8002] and incorporated herein
by reference).
Fiscal Agency Agreement dated as of January 3, 1996
between the Registrant and Chemical Bank pertaining to
the Registrant's 4 1/4% Subordinated Convertible
Debentures due 2003.
The Registrant agrees, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K, to furnish to the
Commission upon request, a copy of each instrument with
respect to other long-term debt of the Registrant or
its consolidated subsidiaries.
32PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
4.2 Rights Agreement dated as of January 19, 1996 between
the Registrant and The First National Bank of Boston,
which includes as Exhibit A the Form of Certificate of
Designations, as Exhibit B the Form of Rights
Certificate, and as Exhibit C the Summary of Rights to
Purchase Preferred Stock (filed as Exhibit 1 to the
Registrant's Registration Statement on Form 8-A,
declared effective by the Commission on January 31,
1996 [File No. 1-8002] and incorporated herein by
reference).
10.1 Thermo Electron Corporate Charter as amended and
restated effective January 3, 1993 (filed as
Exhibit 10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 2, 1993
[File No. 1-8002] and incorporated herein by
reference).
10.2 Form of Severance Benefit Agreement with officers
(filed as Exhibit 10.15 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
29, 1990 [File No. 1-8002] and incorporated herein by
reference).
10.3 Form of Indemnification Agreement with directors and
officers (filed as Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 29, 1990 [File No. 1-8002] and incorporated
herein by reference).
10.4 Loan and Reimbursement Agreement dated as of December
1, 1991 among North County Resource Recovery
Associates; Union Bank of Switzerland; National
Westminster Bank PLC and Banque Paribas, New York
Branch, as lead managers; Credit Local de France as
co-lead manager; and Union Bank of Switzerland as
issuing bank and as agent (filed as Exhibit 10.39 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993 [File No. 1-8002] and
incorporated herein by reference).
10.5 Amended and Restated Reimbursement Agreement dated as
of December 31, 1993 among Chemical Trust Company of
California as Owner Trustee; Delano Energy Company
Inc.; ABN AMRO Bank N.V., Boston Branch, for itself and
as Agent; The First National Bank of Boston, as
Co-agent; Barclays Bank PLC, as Co-agent; Societe
Generale, as Co-agent; and BayBank, as Lead Manager
(filed as Exhibit 10.5 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
1, 1994 [File No. 1-8002] and incorporated herein by
reference).
33PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.6 Amended and Restated Participation Agreement dated as
of December 31, 1991 among Delano Energy Company Inc.;
Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation); Chemical Trust Company of
California, as Owner Trustee; ABN AMRO Bank N.V.,
Boston Branch, as Co-agent; Bank of Montreal, as
Co-agent; Barclays Bank PLC, as Co-agent; Society
Generale, as Co-agent; BayBank, as Lead Manager; and
ABN AMRO Bank N.V., Cayman Island Branch, and joined in
by the Registrant (filed as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-8002] and
incorporated herein by reference).
10.7 Turnkey Engineering, Procurement, Construction and
Initial Operation Agreement for a deinking pulp
facility dated as of November 1, 1994 between the
Registrant, as contractor, and Great Lakes Pulp
Partners I, L.P., as owner (filed as Exhibit 10.7 to
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No. 1-8002]
and incorporated herein by reference). Pursuant to Item
601(b)(2) of Regulation S-K, schedules to this
Agreement have been omitted. The Company hereby
undertakes to furnish supplementally a copy of such
schedules to the Commission upon request.
10.8 - 10.20 Reserved.
10.21 Incentive Stock Option Plan of the Registrant (filed as
Exhibit 4(d) to the Registrant's Registration Statement
on Form S-8 [Reg. No. 33-8993] and incorporated herein
by reference). (Maximum number of shares issuable in
the aggregate under this plan and the Registrant's
Nonqualified Stock Option Plan is 9,035,156 shares,
after adjustment to reflect share increases approved in
1984 and 1986, share decrease approved in 1989, and
3-for-2 stock splits effected in October 1986, October
1993 and May 1995).
10.22 Nonqualified Stock Option Plan of the Registrant (filed
as Exhibit 4(e) to the Registrant's Registration
Statement on Form S-8 [Reg. No. 33-8993] and
incorporated herein by reference). (Plan amended in
1984 to extend expiration date to December 14, 1994;
maximum number of shares issuable in the aggregate
under this plan and the Registrant's Incentive Stock
Option Plan is 9,035,156 shares, after adjustment to
reflect share increases approved in 1984 and 1986,
share decrease approved in 1989, and 3-for-2 stock
splits effected in October 1986, October 1993 and May
1995).
34PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.23 Deferred Compensation for Directors of the Registrant
(filed as Exhibit 10.5 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
3, 1987 [File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable is
452,812 shares, after adjustment to reflect share
increases approved in 1986 and 1992 and 3-for-2 stock
splits effected in October 1986, October 1993 and May
1995).
10.24 Equity Incentive Plan of the Registrant (filed as
Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 2, 1994 [File No.
1-8002] and incorporated herein by reference). (Plan
amended in 1989 to restrict exercise price for SEC
reporting persons to not less than 50% of fair market
value or par value; maximum number of shares issuable
is 7,050,000 shares, after adjustment to reflect
3-for-2 stock splits effected in October 1993 and May
1995 and share increase approved in 1994).
10.25 Amended and Restated Directors' Stock Option Plan of
the Registrant (filed as Exhibit 10.25 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 [File No. 1-8002] and
incorporated herein by reference).
10.26 Thermo Electron Corporation - Thermedics Inc.
Nonqualified Stock Option Plan (filed as Exhibit 4 to a
Registration Statement on Form S-8 of Thermedics [Reg.
No. 2-93747] and incorporated herein by reference).
(Maximum number of shares issuable is 450,000 shares,
after adjustment to reflect share increase approved in
1988, 5-for-4 stock split effected in January 1985,
4-for-3 stock split effected in September 1985, and
3-for-2 stock splits effected in October 1986 and
November 1993).
10.27 Thermo Electron Corporation - Thermo Instrument Systems
Inc. (formerly Thermo Environmental Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 4(c)
to a Registration Statement on Form S-8 of Thermo
Instrument [Reg. No. 33-8034] and incorporated herein
by reference). (Maximum number of shares issuable is
421,875 shares, after adjustment to reflect 3-for-2
stock splits effected in July 1993 and April 1995 and
5-for-4 stock split effected in December 1995).
35PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.28 Thermo Electron Corporation - Thermo Instrument Systems
Inc. Nonqualified Stock Option Plan (filed as Exhibit
10.12 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 3, 1987 [File No.
1-8002] and incorporated herein by reference). (Maximum
number of shares issuable is 600,285 shares, after
adjustment to reflect share increase approved in 1988,
3-for-2 stock splits effected in January 1988, July
1993 and April 1995 and 5-for-4 stock split effected in
December 1995).
10.29 Thermo Electron Corporation - Thermo TerraTech Inc.
(formerly Thermo Process Systems Inc.) Nonqualified
Stock Option Plan (filed as Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 3, 1987 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of
shares issuable is 108,000 shares, after adjustment to
reflect 6-for-5 stock splits effected in July 1988 and
March 1989 and 3-for-2 stock split effected in
September 1989).
10.30 Thermo Electron Corporation - Thermo Power Corporation
(formerly Tecogen Inc.) Nonqualified Stock Option Plan
(filed as Exhibit 10.14 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
3, 1987 [File No. 1-8002] and incorporated herein by
reference). (Amended in September 1995 to extend the
plan expiration date to December 31, 2005).
10.31 Thermo Electron Corporation - Thermo Cardiosystems Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.11
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No. 1-8002]
and incorporated herein by reference). (Maximum number
of shares issuable is 130,500 shares, after adjustment
to reflect share increases approved in 1990 and 1992,
3-for-2 stock split effected in January 1990, 5-for-4
stock split effected in May 1990, and 2-for-1 stock
split effected in November 1993).
10.32 Thermo Electron Corporation - Thermo Ecotek Corporation
(formerly Thermo Energy Systems Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 10.12
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No. 1-8002]
and incorporated herein by reference).
36PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.33 Thermo Electron Corporation - ThermoTrex Corporation
(formerly Thermo Electron Technologies Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 10.13
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990 [File No. 1-8002]
and incorporated herein by reference). (Maximum number
of shares issuable is 180,000 shares, after adjustment
to reflect 3-for-2 stock split effected in
October 1993).
10.34 Thermo Electron Corporation - Thermo Fibertek Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.14
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991 [File No. 1-8002]
and incorporated herein by reference). (Maximum number
of shares issuable is 600,000 shares, after adjustment
to reflect 2-for-1 stock split effected in September
1992 and 3-for-2 stock split effected in September
1995).
10.35 Thermo Electron Corporation - Thermo Voltek Corp.
(formerly Universal Voltronics Corp.) Nonqualified
Stock Option Plan (filed as Exhibit 10.17 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 2, 1993 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of
shares issuable is 57,500 shares, after adjustment to
reflect 3-for-2 stock split effected in November 1993
and share increase approved in September 1995).
10.36 Thermo Electron Corporation - Thermo BioAnalysis
Corporation Nonqualified Stock Option Plan (filed as
Exhibit 10.31 to Thermo Power's Annual Report on Form
10-K for the fiscal year ended September 30, 1995 [File
No. 1-10573] and incorporated herein by reference).
10.37 Thermo Electron Corporation - ThermoLyte Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.32
to Thermo Power's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 [File No. 1-10573]
and incorporated herein by reference).
10.38 Thermo Electron Corporation - Thermo Remediation Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.33
to Thermo Power's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 [File No. 1-10573]
and incorporated herein by reference).
37PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.39 Thermo Electron Corporation - ThermoSpectra Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.34
to Thermo Power's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 [File No. 1-10573]
and incorporated herein by reference).
10.40 Thermo Electron Corporation - ThermoLase Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.35
to Thermo Power's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 [File No. 1-10573]
and incorporated herein by reference).
10.41 Thermo Electron Corporation - ThermoQuest Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.41
to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.42 Thermo Electron Corporation - Thermo Optek Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.42
to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.43 Thermo Electron Corporation - Thermo Sentron Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.43
to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.44 Thermo Electron Corporation - Trex Medical Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.44
to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.45 Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation) Incentive Stock Option Plan (filed
as Exhibit 10.18 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 2, 1993
[File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermo Ecotek
Nonqualified Stock Option Plan is 900,000 shares, after
adjustment to reflect share increase approved in
December 1993).
38PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.46 Thermo Ecotek Corporation (formerly Energy Systems
Corporation) Nonqualified Stock Option Plan (filed as
Exhibit 10.19 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended January 2, 1993
[File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermo Ecotek
Incentive Stock Option Plan is 900,000 shares, after
adjustment to reflect share increase approved in
December 1993).
10.47 Thermo Ecotek Corporation (formerly Thermo Energy
Systems Corporation) Equity Incentive Plan (filed as
Exhibit 10.39 to Thermo Instrument's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994
[File No. 1-9786] and incorporated herein by
reference).
10.48 Thermedics Inc. Incentive Stock Option Plan (filed as
Exhibit 10(d) to Thermedics' Registration Statement on
Form S-1 [Reg. No. 33-84380] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermedics
Nonqualified Stock Option Plan is 1,931,923 shares,
after adjustment to reflect share increases approved in
1986 and 1992, 5-for-4 stock split effected in January
1985, 4-for-3 stock split effected in September 1985
and 3-for-2 stock splits effected in October 1986 and
November 1993).
10.49 Thermedics Inc. Nonqualified Stock Option Plan (filed
as Exhibit 10(e) to Thermedics' Registration Statement
on Form S-1 [Reg. No. 33-84380] and incorporated herein
by reference). (Maximum number of shares issuable in
the aggregate under this plan and the Thermedics
Incentive Stock Option Plan is 1,931,923 shares, after
adjustment to reflect share increases approved in 1986
and 1992, 5-for-4 stock split effected in January 1985,
4-for-3 stock split effected in September 1985 and
3-for-2 stock splits effected in October 1986 and
November 1993).
10.50 Thermedics Inc. Equity Incentive Plan (filed as
Appendix A to the Proxy Statement dated May 10, 1993 of
Thermedics [File No. 1-9567] and incorporated herein by
reference). (Maximum number of shares issuable is
1,500,000 shares, after adjustment to reflect 3-for-2
stock split effected in November 1993).
10.51 Thermedics Inc. - Thermo Sentron Inc. Nonqualified
Stock Option Plan (filed as Exhibit 10.51 to Thermo
Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114]
and incorporated herein by reference).
39PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.52 Thermedics Inc. - Thermedics Detection Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.20
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1993 [File No. 1-8002] and
incorporated herein by reference).
10.53 Thermedics Detection Inc. Equity Incentive Plan (filed as
Exhibit 10.69 to Thermo Instrument's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 [File No.
1-9786] and incorporated herein by reference).
10.54 Thermo Cardiosystems Inc. Incentive Stock Option Plan
(filed as Exhibit 10(f) to Thermo Cardiosystems'
Registration Statement on Form S-1 [Reg. No. 33-25144]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Cardiosystems Nonqualified Stock Option Plan
is 1,143,750 shares, after adjustment to reflect share
increase approved in 1992, 3-for-2 stock split effected
in January 1990, 5-for-4 stock split effected in May
1990, and 2-for-1 stock split effected in November
1993).
10.55 Thermo Cardiosystems Inc. Nonqualified Stock Option
Plan (filed as Exhibit 10(g) to Thermo Cardiosystems'
Registration Statement on Form S-1 [Reg. No. 33-25144]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Cardiosystems Incentive Stock Option Plan is
1,143,750 shares, after adjustment to reflect share
increase approved in 1992, 3-for-2 stock split effected
in January 1990, 5-for-4 stock split effected in May
1990, and 2-for-1 stock split effected in November
1993).
10.56 Thermo Cardiosystems Inc. Equity Incentive Plan (filed
as Exhibit 10.46 to Thermo Instrument's Annual Report
on Form 10-K for the fiscal year ended December 31,
1994 [File No. 1-9786] and incorporated herein by
reference).
10.57 Thermo Voltek Corp. (formerly Universal Voltronics
Corp.) 1985 Stock Option Plan (filed as Exhibit 10.14
to Thermo Voltek's Annual Report on Form 10-K for the
fiscal year ended June 30, 1985 [File No. 0-8245] and
incorporated herein by reference). (Maximum number of
shares issuable is 200,000 shares, after adjustment to
reflect 1-for-3 reverse stock split effected in
November 1992 and 3-for-2 stock split effected in
November 1993).
40PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.58 Thermo Voltek Corp. (formerly Universal Voltronics
Corp.) 1990 Stock Option Plan (filed as Exhibit 10.2 to
Thermo Voltek's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990 [File No. 1-10574] and
incorporated herein by reference). (Maximum number of
shares issuable is 400,000 shares, after adjustment to
reflect share increases in 1993 and 1994, 1-for-3
reverse stock split effected in November 1992 and
3-for-2 stock split effected in November 1993).
10.59 Thermo Voltek Corp. Equity Incentive Plan (filed as
Exhibit 10.49 to Thermo Instrument's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994
[File No. 1-9786] and incorporated herein by
reference).
10.60 Thermo Sentron Inc. Equity Incentive Plan (filed as
Exhibit 10.57 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30, 1995
[File No. 1-10114] and incorporated herein by
reference).
10.61 Thermo Instrument Systems Inc. Incentive Stock Option
Plan (filed as Exhibit 10(c) to Thermo Instrument's
Registration Statement on Form S-1 [Reg. No. 33-6762]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Instrument Nonqualified Stock Option Plan is
2,812,500 shares, after adjustment to reflect share
increase approved in 1990, 3-for-2 stock splits
effected in January 1988, July 1993 and April 1995 and
5-for-4 stock split effected in December 1995).
10.62 Thermo Instrument Systems Inc. Nonqualified Stock
Option Plan (filed as Exhibit 10(d) to Thermo
Instrument's Registration Statement on Form S-1 [Reg.
No. 33-6762] and incorporated herein by reference).
(Maximum number of shares issuable in the aggregate
under this plan and the Thermo Instrument Incentive
Stock Option Plan is 2,812,500 shares, after adjustment
to reflect share increase approved in 1990, 3-for-2
stock splits effected in January 1988, July 1993 and
April 1995 and 5-for-4 stock split effected in December
1995).
10.63 Thermo Instrument Systems Inc. Equity Incentive Plan
(filed as Appendix A to the Proxy Statement dated April
27, 1993 of Thermo Instrument [File No. 1-9786] and
incorporated herein by reference). (Maximum number of
shares issuable is 4,031,250 shares, after adjustment
to reflect share increase approved in December 1993,
3-for-2 stock splits effected in July 1993 and April
1995 and 5-for-4 stock split effected in December
1995).
41PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.64 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Incentive Stock Option Plan
(filed as Exhibit 10(d) to Thermo Environmental's
Registration Statement on Form S-1 [Reg. No. 33-329]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Instrument (formerly Thermo Environmental)
Nonqualified Stock Option Plan is 1,160,156 shares,
after adjustment to reflect share increase approved in
1987, 3-for-2 stock splits effected in July 1993 and
April 1995 and 5-for-4 stock split effected in December
1995).
10.65 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Nonqualified Stock Option
Plan (filed as Exhibit 10(e) to Thermo Environmental's
Registration Statement on Form S-1 [Reg. No. 33-329]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the Thermo Instrument (formerly Thermo Environmental)
Incentive Stock Option Plan is 1,160,156 shares, after
adjustment to reflect share increase approved in 1987,
3-for-2 stock splits effected in July 1993 and April
1995 and 5-for-4 stock split effected in December
1995).
10.66 Thermo Instrument Systems Inc. - ThermoSpectra Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.51 to
Thermo Instrument's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 [File No. 1-9786] and
incorporated herein by reference).
10.67 Thermo Instrument Systems Inc. - Thermo BioAnalysis
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.64 to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No. 1-10114]
and incorporated herein by reference).
10.68 Thermo Instrument Systems Inc. - ThermoQuest Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.65 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.69 ThermoSpectra Corporation Equity Incentive Plan (filed as
Exhibit 10.52 to Thermo Instrument's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 [File No.
1-9786] and incorporated herein by reference).
10.70 Thermo BioAnalysis Corporation Equity Incentive Plan
(filed as Exhibit 10.67 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended December
30, 1995 [File No. 1-10114] and incorporated herein by
reference).
42PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.71 Thermo Optek Corporation Equity Incentive Plan (filed
as Exhibit 10.68 to Thermo Cardiosystems' Annual Report
on Form 10-K for the fiscal year ended December 30,
1995 [File No. 1-10114] and incorporated herein by
reference).
10.72 ThermoQuest Corporation Equity Incentive Plan (filed as
Exhibit 10.69 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30, 1995
[File No. 1-10114] and incorporated herein by
reference).
10.73 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Incentive Stock Option Plan
(filed as Exhibit 10(h) to ThermoTrex's Registration
Statement on Form S-1 [Reg. No. 33-40972] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and
the ThermoTrex Nonqualified Stock Option Plan is
1,945,000 shares, after adjustment to reflect share
increases approved in 1992 and 1993 and 3-for-2 stock
split effected in October 1993).
10.74 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Nonqualified Stock Option
Plan (filed as Exhibit 10(i) to ThermoTrex's
Registration Statement on Form S-1 [Reg. No. 33-40972]
and incorporated herein by reference). (Maximum number
of shares issuable in the aggregate under this plan and
the ThermoTrex Incentive Stock Option Plan is 1,945,000
shares, after adjustment to reflect share increases
approved in 1992 and 1993 and 3-for-2 stock split
effected in October 1993).
10.75 ThermoTrex Corporation - ThermoLase Corporation
(formerly ThermoLase Inc.) Nonqualified Stock Option
Plan (filed as Exhibit 10.53 to ThermoTrex's Annual
Report on Form 10-K for the fiscal year ended
January 1, 1994 [File No. 1-10791] and incorporated
herein by reference).
10.76 ThermoTrex Corporation - Trex Medical Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.73
to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
43PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.77 ThermoLase Corporation (formerly ThermoLase Inc.)
Incentive Stock Option Plan (filed as Exhibit 10.55 to
ThermoTrex's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-10791] and
incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and
the ThermoLase Nonqualified stock option plan is
2,800,000 shares, after adjustment to reflect share
increase approved in 1993 and 2-for-1 stock splits
effected in March 1994 and June 1995).
10.78 ThermoLase Corporation (formerly ThermoLase Inc.)
Nonqualified Stock Option Plan (filed as Exhibit 10.54
to ThermoTrex Corporation's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 [File No.
1-10791] and incorporated herein by reference) (Maximum
number of shares issuable in the aggregate under this
plan and the ThermoLase Incentive Stock Option Plan is
2,800,000 shares, after adjustment to reflect share
increases approved in 1993 and 2-for-1 stock splits
effected in March 1994 and June 1995).
10.79 ThermoLase Corporation Equity Incentive Plan (filed as
Exhibit 10.81 to Thermo TerraTech's Annual Report on
Form 10-K for the fiscal year ended April 1, 1995 [File
No. 1-9549] and incorporated herein by reference).
10.80 Trex Medical Corporation Equity Incentive Plan (filed
as Exhibit 10.77 to Thermo Cardiosystems' Annual Report
on Form 10-K for the fiscal year ended December 30,
1995 [File No. 1-10114] and incorporated herein by
reference).
10.81 Thermo Fibertek Inc. Incentive Stock Option Plan (filed
as Exhibit 10(k) to Thermo Fibertek's Registration
Statement on Form S-1 [Reg. No. 33-51172] and
incorporated herein by reference).
10.82 Thermo Fibertek Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10(l) to Thermo Fibertek's
Registration Statement on Form S-1 [Reg. No. 33-51172]
and incorporated herein by reference).
10.83 Thermo Fibertek Inc. Equity Incentive Plan (filed as
Exhibit 10.60 to Thermo Instrument's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994
[File No. 1-9786] and incorporated herein by
reference).
44PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.84 Thermo Power Corporation (formerly Tecogen Inc.)
Incentive Stock Option Plan, as amended (filed as
Exhibit 10(h) to Thermo Power's Quarterly Report on
Form 10-Q for the quarter ended April 3, 1993 [File No.
1-10573] and incorporated herein by reference).
(Maximum number of shares issuable in the aggregate
under this plan and the Thermo Power Nonqualified Stock
Option Plan is 950,000 shares, after adjustment to
reflect share increases approved in 1990, 1992 and
1993).
10.85 Thermo Power Corporation (formerly Tecogen Inc.)
Nonqualified Stock Option Plan, as amended (filed as
Exhibit 10(i) to Thermo Power's Quarterly Report on
Form 10-Q for the quarter ended April 3, 1993 [File No.
1-10573] and incorporated herein by reference).
(Maximum number of shares issuable in the aggregate
under this plan and the Thermo Power Incentive Stock
Option Plan is 950,000 shares, after adjustment to
reflect share increases approved in 1990, 1992 and
1993).
10.86 Thermo Power Corporation Equity Incentive Plan (filed
as Exhibit 10.63 to Thermo Instrument's Annual Report
on Form 10-K for the fiscal year ended December 31,
1994 [File No. 1-9786] and incorporated herein by
reference).
10.87 Thermo Power Corporation - ThermoLyte Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.84
to Thermo Cardiosystems' Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.88 ThermoLyte Corporation Equity Incentive Plan (filed as
Exhibit 10.71 to Thermo Power's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995 [File No.
1-10573] and incorporated herein by reference).
10.89 Thermo TerraTech Inc. (formerly Thermo Process Systems
Inc.) Incentive Stock Option Plan (filed as Exhibit
10(h) to Thermo TerraTech's Registration Statement on
Form S-1 [Reg. No. 33-6763] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermo TerraTech
Nonqualified Stock Option Plan is 1,850,000 shares,
after adjustment to reflect share increases approved in
1987, 1989, and 1992, 6-for-5 stock splits effected in
July 1988 and March 1989 and 3-for-2 stock split
effected in September 1989).
45PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
---------- ------------------------------------------------------- ----
10.90 Thermo TerraTech Inc. (formerly Thermo Process Systems
Inc.) Nonqualified Stock Option Plan (filed as Exhibit
10(i) to Thermo TerraTech's Registration Statement on
Form S-1 [Reg. No. 33-6763] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Thermo TerraTech
Incentive Stock Option Plan is 1,850,000 shares, after
adjustment to reflect share increases approved in 1987,
1989, and 1992, 6-for-5 stock splits effected in July
1988 and March 1989 and 3-for-2 stock split effected in
September 1989).
10.91 Thermo TerraTech Inc. (formerly Thermo Process Systems
Inc.) Equity Incentive Plan (filed as Exhibit 10.63 to
Thermedics' Annual Report on Form 10-K for the year
ended January 1, 1994 [File No. 1-9567] and
incorporated herein by reference). (Maximum number of
shares issuable is 1,750,000 shares, after adjustment
to reflect share increased approved in 1994).
10.92 Thermo TerraTech Inc. (formerly Thermo Process Systems
Inc.) - Thermo Remediation Inc. Nonqualified Stock
Option Plan (filed as Exhibit 10(l) to Thermo
TerraTech's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 1, 1994 [File No. 1-9549]
and incorporated herein by reference).
10.93 Thermo Remediation Inc. Equity Incentive Plan (filed as
Exhibit 10.7 to Thermo Remediation's Registration
Statement on Form S-1 [Reg. No. 33-70544] and
incorporated herein by reference).
11 Computation of earnings per share.
13 Annual Report to Shareholders for the year ended
December 30, 1995 (only those portions incorporated
herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.