As filed with the Securities and Exchange Commission on
October 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THERMO ELECTRON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2209186
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Waltham, Massachusetts 02254
(Address of Principal Executive Offices) (Zip Code)
SENSORMEDICS CORPORATION
1984 STOCK OPTION PLAN
(Full title of the plan)
Sandra L. Lambert, Secretary
Thermo Electron Corporation
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Name, address, and telephone
number, including area code, of agent for service)
Copies to:
Seth H. Hoogasian, General Counsel
Thermo Electron Corporation
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
________________________________________________________________
PAGE
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to Amount to Offering Offering Amount of
be Registered be Price Per Price Per Registration
Registered Share Share Fee
(1) (1) (1)
Common Stock,
$1.00 par 150,000 $38.0625 $5,709,375 $1,731.00
value per
share
(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended. The calculation of the
proposed maximum aggregate offering price has been based upon (i)
the registration hereunder of an aggregate of 150,000 shares of
the Registrant's Common Stock to be issued pursuant to options
granted under the Plan and (ii) the average of the high and low
sales prices, $38.375 and $37.75 respectively, of the
Registrant's Common Stock on the American Stock Exchange on
October 14, 1996, as reported in The Wall Street Journal.
There are also being registered hereunder such additional
indeterminate number of shares of the Registrant's Common Stock
as may be issuable in connection with adjustments under the
SensorMedics Corporation 1984 Stock Option Plan (the "Plan") to
reflect certain changes in the Registrant's capital structure,
including stock dividends or stock splits.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the SensorMedics Corporation
1984 Stock Option Plan by Thermo Electron Corporation pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
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PAGE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The following Thermo Electron Corporation (the "Company")
documents previously filed with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by reference:
(1) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1996, as amended (File No. 1-8002);
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996, as amended (File No. 1-8002);
(3) The Company's Annual Report on Form 10-K for the year ended
December 30, 1995, as amended (File No. 1-8002);
(4) The description of the Company's capital stock and Preferred
Stock Purchase Rights contained in the Company's Registration Statement on
Form 8-A, filed under the Exchange Act, as amended.
All reports or proxy statements filed by the Company pursuant to
Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered herein
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective dates of
filing such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon
by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian
owns or has the right to acquire 118,177 shares of the common stock of
Thermo Electron Corporation.
The financial statements and the financial statement schedule of the
Company incorporated by reference in this Registration Statement have been
audited by Arthur Andersen LLP, independent public accountants, to the
extent and for the periods as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
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authority of said firm as experts in accounting and auditing in giving said
reports. Reference is made to said report with respect to the Company's
financial statements which includes an explanatory fourth paragraph with
respect to the change in method of accounting for investments in debt and
marketable equity securities in 1994 as discussed in Note 2 to the
financial statements.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware,
as amended, gives Delaware corporations the power to indemnify each of
their present and former directors or officers under certain circumstances,
if such person acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Article Thirteenth of the Registrant's Amended and Restated
Certificate of Incorporation provides that no director of the Registrant
shall be liable for any breach of fiduciary duty, except to the extent that
the Delaware General Corporation Law prohibits the elimination or
limitation of liability of directors for breach of fiduciary duty.
Article Ninth of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a)
shall be indemnified by the Registrant against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred
in connection with any litigation or other legal proceeding (other than
action by or in the right of the Registrant) brought against him by virtue
of his position as a director or officer of the Registrant if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interest of the Registrant and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful and (b) shall be indemnified by the Registrant against all
expenses (including attorneys' fees) and amounts paid in settlement
incurred in connection with any action by or in the right of the Registrant
brought against him by virtue of his position as a director or officer of
the Registrant if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Registrant,
except that no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but
in view of all of the circumstances, he is entitled to indemnification of
such expenses. Notwithstanding the foregoing, to the extent that a
director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without
prejudice, he is required to be indemnified by the Registrant against all
expenses (including attorneys' fees) incurred in connection therewith.
Expenses may be advanced to a director or officer at his request, provided
that he undertakes to repay the amount advanced if it is ultimately
determined that he is not entitled to indemnification for such expenses.
Indemnification shall be made by the Registrant (unless ordered by a court)
only upon a determination that the applicable standard of conduct required
for indemnification has been met. Article Ninth of the Registrant's
Amended and Restated Certificate of Incorporation further provides that the
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indemnification provided therein is not exclusive. The Registrant has
indemnification agreements with its directors and officers that provide for
the maximum indemnification allowed by law.
The Registrant maintains officers' and directors' insurance covering
certain liabilities that may be incurred by officers and directors in the
performance of their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index immediately preceding the Exhibits to this
Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on the 16th day of October, 1996.
THERMO ELECTRON CORPORATION
By: /s/ George N. Hatsopoulos
---------------------------------------------
Dr. George N. Hatsopoulos
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints John N. Hatsopoulos, Paul F.
Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and
each of them, as his true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all amendments
(including post-effective amendments) and exhibits to this Registration
Statement and any and all applications and other documents to be filed with
the Securities and Exchange Commission pertaining to the registration of
the securities covered hereby, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary or
desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ George N. Hatsopoulos President, Chief October 16, 1996
-------------------------
George N. Hatsopoulos Executive Officer and
Chairman of the Board
(Principal Executive
Officer)
/s/ John N. Hatsopoulos Executive Vice President October 16, 1996
--------------------------
John N. Hatsopoulos and Chief Financial
Officer
(Principal Financial
Officer)
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/s/ Paul F. Kelleher Chief Accounting Officer October 16, 1996
--------------------------
Paul F. Kelleher (Principal Accounting
Officer)
/s/ John M. Albertine Director October 16, 1996
--------------------------
John M. Albertine
/s/ Peter O. Crisp Director October 16, 1996
-----------------------
Peter O. Crisp
/s/ Elias P. Gyftopoulos Director October 16, 1996
-------------------------
Elias P. Gyftopoulos
/s/ Frank Jungers Director October 16, 1996
----------------------
Frank Jungers
/s/ Robert A. McCabe Director October 16, 1996
--------------------------
Robert A. McCabe
/s/ Frank E. Morris Director October 16, 1996
--------------------------
Frank E. Morris
/s/ Donald E. Noble Director October 16, 1996
--------------------------
Donald E. Noble
/s/ Hutham S. Olayan Director October 16, 1996
--------------------------
Hutham S. Olayan
/s/ Roger D. Wellington Director October 16, 1996
--------------------------
Roger D. Wellington
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Sequential Page
----------- ---------------------- ---------------
Number
------
SensorMedics Corporation
1984 Stock Option Plan
4
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Opinion of Seth H. Hoogasian, Esq.
contained in his opinion filed as
Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney
(See signature pages of this
Registration Statement)
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