SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1 ON FORM 10-K/A TO 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 January 3, 1998
[ ] 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: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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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. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of January 30, 1998, was approximately $6,089,611,000.
As of January 30, 1998, the Registrant had 159,173,807 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year
ended January 3, 1998, 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 June 2, 1998, are incorporated by
reference into Part III.
PAGE
FORM 10-K/A
THERMO ELECTRON CORPORATION
Item 1. Business
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(a) General Development of Business
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See attached.
(c) Description of Business
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(i) Principal Products and Services
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See attached.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(c) Exhibits
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13 Annual Report to Shareholders for the year ended January
3, 1998 (only those portions incorporated herein by
reference).
23 Consent of Arthur Andersen LLP.
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FORM 10-K/A
Item 1. Business
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(a) General Development of Business
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Thermo Electron Corporation and its subsidiaries (the Company or the
Registrant) develop, manufacture, and market analytical and monitoring
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 a
range of services that include industrial outsourcing, particularly in
environmental-liability management, laboratory analysis, and
metallurgical processing; 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 by the Company's various
subsidiaries. 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 access to new markets.
The Company believes that maintaining an entrepreneurial atmosphere
is essential to its continued growth and development. 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 April 2, 1998, the
Company had 28 subsidiaries that have sold minority equity interests, 23
of which are publicly traded and 5 of which are privately held.
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.
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report
on Form 10-K. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "seeks," "estimates," and similar
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FORM 10-K/A
expressions are intended to identify forward-looking statements. There
are a number of important factors that could cause the results of the
Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the heading "Forward-looking
Statements" in the Registrant's 1997 Annual Report to Shareholders, which
statements are incorporated herein by reference.
4PAGE
FORM 10-K/A
Item 1. Business
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(c) Description of Business
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(i) Principal Products and Services
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Instruments
The Company, through its Thermo Instrument Systems Inc. subsidiary,
is a worldwide leader in the development, manufacture, and marketing of
instruments used to identify complex chemical compounds, toxic metals,
and other elements in a broad range of liquids, solids, and gases, as
well as to analyze air pollution and radioactivity. Thermo Instrument
also provides instruments that control, monitor, image, inspect, and
measure various industrial processes and life sciences phenomena.
Thermo Instrument historically has expanded both through the
acquisition of companies and product lines and through the 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.
For example, in March 1997, Thermo Instrument acquired 95% of Life
Sciences International PLC, a London Stock Exchange-listed company.
Subsequently, Thermo Instrument acquired the remaining shares of Life
Sciences' capital stock. Life Sciences manufactures laboratory science
equipment, appliances, instruments, consumables, and reagents for the
research, clinical, and industrial markets.
In March 1996, Thermo Instrument completed the acquisition of a
substantial portion of the businesses constituting the Scientific
Instruments Division of Fisons plc, a wholly owned subsidiary of
Rhone-Poulenc Rorer Inc. These businesses substantially added to Thermo
Instrument's research, development, manufacture, and sale of analytical
instruments to industrial and research laboratories worldwide. Certain of
the Fisons businesses were since sold by Thermo Instrument to a number of
its public subsidiaries that have complementary technologies and markets.
Thermo Instrument adopted the Company's spinout strategy in an effort
to more clearly focus its many instrumentation technologies on specific
niche markets. To date, Thermo Instrument has completed initial public
offerings of ThermoSpectra Corporation, ThermoQuest Corporation, Thermo
Optek Corporation, Thermo BioAnalysis Corporation, Metrika Systems
Corporation, Thermo Vision Corporation, and ONIX Systems Inc. Thermo
Instrument's subsidiaries are outlined below:
ThermoSpectra develops, manufactures, and markets precision imaging
and inspection, temperature-control, and test and measurement
instruments. These instruments are generally combined with proprietary
operations and analysis software to provide industrial and research
customers with integrated systems that address their specific needs.
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FORM 10-K/A
ThermoQuest is a leading provider of mass spectrometers, liquid
chromatographs, and gas chromatographs for the pharmaceutical,
environmental, and industrial marketplaces. These analytical instruments
are used in the quantitative and qualitative chemical analysis of organic
and inorganic compounds at ultratrace levels of detection. ThermoQuest
also supplies scientific equipment for the preparation and preservation
of chemical samples, and consumables for the chromatography industry.
Thermo Optek is a worldwide leader in the development, manufacture,
and marketing of analytical instruments that use a range of light- and
energy-based techniques. Thermo Optek's instruments are used in the
quantitative and qualitative chemical analysis of elements and molecular
compounds in a variety of solids, liquids, and gases.
Thermo BioAnalysis develops, manufactures, and markets instruments,
consumables, and information-management systems used in biochemical
research and production, as well as in clinical diagnostics. Thermo
BioAnalysis focuses on three principal product areas: life sciences
instrumentation and consumables, information-management systems, and
health physics instrumentation.
Metrika Systems manufactures process optimization systems that
provide on-line, real-time analysis of the elemental composition of bulk
raw materials in basic-materials production processes, including coal,
cement, and minerals. In addition, Metrika Systems manufactures
industrial gauging and process-control instruments and systems used
principally by manufacturers of finished web materials, such as sheet
metal, rubber, and plastic foils, to measure and control parameters such
as thickness and coating weight of such materials.
Thermo Vision, which became a public subsidiary of Thermo Instrument
in December 1997, designs, manufactures, and markets a diverse array of
photonics (light-based) products, including optical components, imaging
sensors and systems, lasers, optically based instruments, opto-
electronics, and fiber optics. These products are used in applications
including medical diagnostics, semiconductor production, X-ray imaging,
physics research, and telecommunications.
ONIX Systems, which became a public subsidiary of Thermo Instrument
in March 1998, designs, develops, markets, and services sophisticated
field measurement instruments and on-line sensors for process-control
industries, particularly oil and gas. Systems provide real-time data
collection, analysis, and local control functions regarding the flow,
level, density, or composition of a particular material.
Thermo Instrument also has wholly owned businesses, including the
Life Sciences Clinical Instrument Division, which provides an array of
clinical laboratory equipment and consumables, and Thermo Monitoring
Instruments, which produces instruments and complete systems for
detecting and monitoring environmental pollutants from industrial and
mobile sources, and for detecting radioactive contamination.
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FORM 10-K/A
Alternative-energy Systems
The Company's Alternative-energy Systems segment includes the
operation of independent (non-utility) power plants that operate using
environmentally sound fuels and technologies, the development of
engineered clean fuels, and the manufacture and sale of biopesticides.
This segment also includes the manufacture, sale, and servicing of
intelligent traffic-control systems, industrial refrigeration equipment;
natural gas engines; packaged cooling and cogeneration systems; and steam
turbines and compressors.
Through its Thermo Ecotek Corporation subsidiary, the Company
designs, develops, owns, and operates independent (non-utility) electric
power-generation facilities that use environmentally responsible fuels,
including agricultural and wood wastes, referred to as "biomass." Thermo
Ecotek currently operates seven biomass facilities. Its facilities are
developed and operated through joint ventures or limited partnerships in
which it has a majority interest, or through wholly owned subsidiaries.
Thermo Ecotek intends to pursue development of biomass and other
power-generation projects both in the U.S. and overseas. In 1996, Thermo
Ecotek formed a joint venture in Italy to develop, own, and operate
biomass-fueled electric power facilities, and in January 1997, announced
a joint agreement to expand two district energy centers in the Czech
Republic. In the U.S., where the Company believes that utility
deregulation may present opportunities for updating aging plants, Thermo
Ecotek signed a $9.5 million agreement in November 1997 to purchase two
deregulated plants in southern California for possible refurbishing and
repowering.
Thermo Ecotek is expanding beyond power generation into other
products and processes that protect the environment. 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., to develop, construct, and operate a coal-beneficiation plant in
Gillette, Wyoming. The facility employs patented "clean coal" technology
to remove excess moisture and increase energy from subbituminous coal
extracted from Wyoming's Powder River Basin.
In May 1996, Thermo Ecotek entered the biopesticide business by
acquiring the assets, subject to certain liabilities, of the biopesticide
division of W.R. Grace & Co. (renamed Thermo Trilogy), which develops,
manufactures, and markets environmentally friendly products for
agricultural pest control. In January 1997, Thermo Trilogy acquired the
assets of biosys, inc., a producer of pheromone, neem/azadiractin,
nematodes, and virus-based biopesticide products, as well as
disease-resistant sugar cane, and in November 1997, purchased the Bt
biopesticide product line of Novartis AG.
The Company, through its Thermo Power Corporation subsidiary,
manufactures, markets, and services intelligent traffic-control systems,
industrial refrigeration equipment, engines for vehicular and stationary
applications, natural gas-fueled commercial cooling and cogeneration
systems, and, through its privately held ThermoLyte Corporation
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FORM 10-K/A
subsidiary, is developing a line of gas-powered lighting products for
commercialization.
In November 1997, Thermo Power completed a cash tender offer for Peek
plc, based in the U.K. Through Peek, the Company offers a range of
intelligent traffic-control systems for urban traffic control, motorway
management, and public transportation management in cities worldwide.
Systems include traffic-signal synchronization systems to minimize
congestion, variable message systems to advise drivers of accidents or
construction, video systems to provide real-time analysis of traffic
flows at intersections and on highways, as well as automatic
toll-collection systems. Peek also has developed high-resolution video
equipment to aid police officers in monitoring traffic violations.
Through its industrial refrigeration business, Thermo Power supplies
standard and custom-designed industrial refrigeration systems used
primarily by the food-processing, petrochemical, and pharmaceutical
industries. Thermo Power is also a supplier of both remanufactured and
new commercial cooling equipment for sale or rental. The commercial
cooling equipment is used primarily in institutions and commercial
buildings, as well as by service contractors.
Thermo Power also develops, manufactures, markets, and services
gasoline engines for recreational boats, propane and gasoline engines for
lift trucks, and natural gas engines for vehicles and stationary
industrial applications; and designs, develops, markets, and services
packaged cooling and cogeneration systems fueled principally by natural
gas.
The Company's Alternative-energy Systems segment also includes a
U.K.-based manufacturer of steam turbines and compressors.
Paper Recycling
The Company designs, manufactures, and sells paper recycling and
papermaking equipment and accessory products, and electroplating and
aqueous cleaning systems.
Through its Thermo Fibertek Inc. subsidiary, the Company is a leading
designer and manufacturer of processing machinery, accessories, and
water-management systems for the paper and paper recycling industries.
Thermo Fibertek's custom-engineered systems remove debris, impurities,
and ink from wastepaper, and process it into a fiber mix used to produce
recycled paper. Thermo Fibertek's principal products include
custom-engineered systems and equipment for the preparation of wastepaper
for conversion into recycled paper, accessory equipment and related
consumables important to the efficient operation of papermaking machines,
and water-management systems essential for draining, purifying, and
recycling process water.
In May 1997, Thermo Fibertek acquired the majority of the assets,
subject to certain liabilities, of the stock-preparation business of
Black Clawson Company and certain of its affiliates. In August 1997, the
Company acquired the remaining assets of the stock-preparation business
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FORM 10-K/A
of Black Clawson Company and such affiliates. This business, renamed
Thermo Black Clawson, is a leading supplier of recycling equipment used
in processing fiber for the manufacture of "brown paper," such as that
used for corrugated boxes.
In September 1996, Thermo Fibergen Inc. became a majority-owned,
public subsidiary of Thermo Fibertek. Thermo Fibergen is developing and
commercializing equipment and systems to recover materials from
papermaking sludge generated by plants that produce virgin and recycled
pulp and paper. Thermo Fibergen's GranTek Inc. subsidiary uses a patented
process to convert papermaking sludge into granules that are used for
applications including carriers for agricultural chemicals, oil and
grease absorption, and catbox filler.
Through a wholly owned subsidiary, the Company also manufactures
electroplating systems and related waste-treatment equipment and
accessories, as well as aqueous systems for cleaning metal parts without
using ozone-damaging solvents.
Biomedical Products
The Company's Biomedical Products segment comprises a number of
diverse medical products businesses, both wholly and publicly owned, that
supply a wide range of medical systems and devices for diagnostic
imaging, cardiovascular support, respiratory care, neurodiagnostics,
sleep analysis, wireless patient monitoring, and blood management. The
Company's biomedical products are provided to hospitals, clinics,
universities, private-practice medical offices, and medical research
facilities.
Its wholly owned Thermo Biomedical group includes Bear Medical
Systems, the business of which was acquired from Allied Healthcare
Products, Inc. in October 1997. Bear Medical designs, manufactures, and
markets respiratory products, primarily ventilators.
Also part of the Company's Thermo Biomedical group are SensorMedics
Corporation, a leading provider of systems for pulmonary function
diagnosis and a producer of respiratory gas analyzers, physiological
testing equipment, and automated sleep-analysis systems; and Medical Data
Electronics, a manufacturer of patient-monitoring systems. Both companies
were acquired in 1996.
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,
various neurologic disorders, and for related work in clinical
neurophysiology. In September 1997, Nicolet acquired IMEX Medical
Systems, Inc., a leading manufacturer of products used to evaluate
peripheral vascular disease, as well as products to detect fetal
heartbeat. This subsidiary is now called Nicolet Vascular Inc.
Another wholly owned subsidiary, Bird Medical Technologies, Inc.,
develops, manufactures, and sells respiratory-care equipment and
accessories and infection-control products to hospitals, subacute-care
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FORM 10-K/A
facilities, outpatient surgical centers, doctors, dentists, the military,
and to other manufacturers.
Thermo Cardiosystems Inc., a public subsidiary of Thermedics Inc.,
has developed an implantable left ventricular-assist system (LVAS) called
HeartMate(TM) that, when implanted alongside the natural heart, is
designed to take over the pumping function of the left ventricle for
patients whose hearts are too damaged or diseased to produce adequate
blood flow. Thermo Cardiosystems has two versions of the LVAS: a
pneumatic (or air-driven) 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.
The air-driven HeartMate system has received both the European
Conformity Mark and U.S. Food and Drug Administration (FDA) approval for
commercial sale. The electric version of the LVAS, which also holds the
CE Mark, is currently awaiting commercial approval by the FDA for use as
a bridge to transplant. In Europe, the device is used both as a bridge to
transplant and as an alternative to medical therapy.
In December 1996, Thermo Cardiosystems acquired the business of
Nimbus Medical, Inc., a research and development organization involved
for more than 20 years in technology for ventricular-assist devices and
total artificial hearts, including high-speed rotary blood pumps, which
are relatively small and could potentially provide cardiac support in
small adults and children.
Also part of Thermo Cardiosystems is International Technidyne
Corporation, a leading manufacturer of hemostasis-management products,
including blood coagulation-monitoring instruments, and a supplier of
skin-incision devices used to draw small blood samples precisely and with
minimal discomfort.
Trex Medical Corporation, a public subsidiary of ThermoTrex
Corporation, designs, manufactures, and markets a range of medical
imaging systems. It is the world's leading manufacturer of mammography
equipment and minimally invasive digital breast-biopsy systems. Trex
Medical also provides general-purpose and specialty radiographic systems,
such as those used in the diagnosis and treatment of coronary artery
disease and other vascular conditions.
In early December, Trex Medical submitted a 510(k) application to the
FDA seeking clearance to market its digital imaging system for
mammography. The Company believes that an advantage of digital imaging is
that radiologists can manipulate and enhance image quality to scrutinize
subtle differences that may otherwise go undetected on film-based X-rays.
If the FDA approves the digital imaging system for mammography
applications, Trex Medical plans to develop its digital technology for
use in certain of its other products.
ThermoLase Corporation, also a public subsidiary of ThermoTrex,
operates a network of spas that offer its patented SoftLight(R)
hair-removal system, for which it received FDA clearance in April 1995.
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FORM 10-K/A
The SoftLight system uses a low-energy dermatology laser in combination
with a lotion to remove hair. ThermoLase submitted a 510(k) application
for its laser-based skin-retexturing system, based on data from clinical
trials.
ThermoLase currently has 14 Spa Thira locations in the U.S., with 3
spas outside the U.S.: in Paris, France; Lugano, Switzerland; and Dubai,
U.A.E. To complement its Spa Thira salons, ThermoLase has commenced a
program to license the SoftLight hair-removal process to physicians for
use in their practices. ThermoLase has established a number of joint
ventures and other physician-licensing arrangements to market its
SoftLight processes internationally.
ThermoLase also manufactures and markets personal care products sold
through department stores, salons, and spas, including the lotion that is
used in the SoftLight hair-removal process.
Trex Communications Corporation, a majority-owned, privately held
subsidiary of ThermoTrex, is developing laser communications technology
designed to transmit very large amounts of data quickly, and also designs
and markets interactive information and voice-response systems, as well
as automated calling equipment.
Industrial Outsourcing
Through its Thermo TerraTech Inc. subsidiary, the Company provides
outsourcing services, primarily in environmental-liability management and
infrastructure planning and design, with specialization in the areas of
municipal and industrial water quality management, bridge and highway
construction and reconstruction, and natural resource management. Thermo
TerraTech also offers comprehensive environmental testing and analysis
through a national network of laboratories serving the pharmaceutical,
food, and environmental industries.
Thermo Remediation Inc., a public subsidiary of Thermo TerraTech, is
a national provider of outsourcing services for environmental management,
including industrial, nuclear, and soil remediation, as well as
waste-fluids recycling, primarily helping clients manage problems
associated with environmental compliance, waste management, and the
cleanup of sites contaminated with organic or toxic wastes.
The Randers Group Incorporated, also a public subsidiary of Thermo
TerraTech, provides comprehensive engineering and outsourcing services in
such areas as water and wastewater treatment, highway and bridge
projects, process engineering, construction management, and operational
services.
A privately held subsidiary of Thermo TerraTech, Thermo EuroTech
N.V., provides remediation and recycling services in Europe. The Company
treats oil-based contaminated soils and recycles waste oil and oily waste
streams. In February 1998, Thermo EuroTech acquired a controlling
interest in an Irish environmental services company that provides
comprehensive in-plant waste management and recycling services to
high-tech manufacturing firms in that country.
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FORM 10-K/A
In addition, metallurgical heat-treating services are provided by a
wholly owned subsidiary of the Company for customers in the automotive,
aerospace, defense, and other industries. The Company also provides,
through another wholly owned business, metallurgical fabrication
services, principally on high-temperature materials, for customers in the
aerospace, medical, electronics, and nuclear industries.
Advanced Technologies
The Company's Advanced Technologies segment includes basic and
applied research and development, often sponsored by the U.S. government,
that is conducted with a goal of identifying viable commercial
opportunities for new ventures. A number of its subsidiaries also provide
various instrument systems, developed primarily for product
quality-assurance applications in industrial, food and beverage,
pharmaceutical, and electronics markets.
The Company's ThermoTrex subsidiary conducts sponsored research and
development with the goal of commercializing new products based on
advanced technologies developed in its laboratories. Sponsored research
and development, conducted principally for the U.S. government, includes
basic and applied research in communications, avionics, X-ray detection,
signal processing, advanced-materials technology, and lasers.
ThermoTrex is currently developing a number of additional
technologies that it believes may have future commercial potential. These
include a passive microwave camera intended to "see" through clouds and
fog to enhance safety in aerial navigation, a space surveillance system
designed to produce high-resolution images of low-earth-orbit satellites,
a rapid optical beam steering laser radar system, and direct digital
imaging systems for medical equipment to improve image quality for
earlier and more accurate clinical diagnoses.
The Company's Thermo Coleman Corporation subsidiary provides systems
engineering, technology support and information-technology services and
products. Thermo Coleman also provides defense- and environmental-systems
engineering, integration and analysis services, and advanced technology
research and development, primarily to the U.S. government. Using
expertise gained from its government contract work, Thermo Coleman
designs, develops, and commercializes services and products in areas such
as information technology and sensor and measurement systems for
customers in industries including healthcare, education, aircraft
production, government, utilities, and entertainment.
Thermo Sentron Inc., a public subsidiary of Thermedics, designs and
manufactures high-speed precision-weighing and inspection equipment for
packaging lines and industrial production. Thermo Sentron serves two
principal markets, packaged goods and bulk materials, both of which use
its products to meet quality and productivity objectives. Customers for
Thermo Sentron's checkweighers are in the food-processing,
pharmaceutical, mail-order, and other packaged-goods businesses. Thermo
Sentron also sells metal detectors with a patented self-test feature that
are used to inspect packaged products for metal contamination to
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food-processing and pharmaceutical companies. Its bulk-materials product
line includes conveyor-belt scales, solid level-measurement and
conveyor-monitoring systems, and sampling systems, all sold to customers
in the mining and material-processing industries, as well as to electric
utilities, chemical, and other manufacturing companies.
Thermedics Detection Inc., another public subsidiary of Thermedics,
develops and manufactures high-speed on-line analysis systems used for
product quality assurance in a variety of industrial processes, as well
as for security. Thermedics Detection provides X-ray imaging systems that
monitor a wide range of containers for fill volume, net volume, and
package integrity, as well as systems that detect trace amounts of
contaminants in refillable bottles, specifically for the beverage
industry. For the beverage, food, cosmetic, and other industries,
Thermedics Detection also makes instruments that use near-infrared
spectroscopy to measure moisture and other product components, including
fat, protein, solvents, and other substances in numerous consumer and
industrial products. Thermedics Detection recently introduced an
ultrahigh-speed gas chromatograph that permits manufacturers to conduct
laboratory-quality analysis for near-on-line process-control
applications.
Thermo Voltek Corp., also a public subsidiary of Thermedics, designs,
manufactures, and markets test instruments and a range of products
related to power amplification, conversion, and quality. Thermo Voltek's
power products are used in communications, broadcast, research, and
medical imaging applications. Its test instruments allow manufacturers of
electronic systems and integrated circuits to test for electromagnetic
compatibility. On March 30, 1998, Thermedics approved a proposal to
acquire, through a merger, all of the outstanding shares of common stock
of Thermo Voltek that Thermedics does not own at a price of $7.00 per
share in cash. The total transaction cost to Thermedics is estimated to
be approximately $27 million, which includes approximately $5.25 million
for the redemption of the outstanding Thermo Voltek 3 3/4 percent
convertible subordinated debentures due 2000. The merger is contingent
upon, among other things, the negotiation and execution of a definitive
merger agreement; receipt by the Thermo Voltek board of directors of an
opinion by an investment banking firm that Thermedics' offer is fair to
Thermo Voltek shareholders (other than Thermedics and the Company) from a
financial point of view; the approval of the Thermo Voltek board of
directors upon recommendation of a special committee of its independent
directors; and clearance by the Securities and Exchange Commission of the
proxy materials regarding the proposed transaction. On March 31, 1998,
two complaints naming the Company as a defendant, among others, regarding
Thermedics' proposed acquisition of Thermo Voltek were filed in Delaware
Chancery Court by two Thermo Voltek shareholders attempting to act on
behalf of the other public shareholders of Thermo Voltek. The complaints
allege, among other things, that the proposed price of $7.00 per share is
unfair and grossly inadequate.
Through a wholly owned subsidiary, Thermedics manufactures
electrode-based chemical-measurement products used in the agricultural,
biomedical research, food processing, pharmaceutical, sewage treatment,
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FORM 10-K/A
and many other industries. In laboratories, manufacturing plants, and in
the field, Thermedics' products permit these industries to determine the
presence and amount of relevant chemicals. Thermedics also manufactures
on-line process monitors used by power plants and semiconductor
manufacturers to detect contaminants in high-purity water.
14
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FORM 10-K/A
THERMO ELECTRON CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1
on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: April 3, 1998
THERMO ELECTRON CORPORATION
By: Paul F. Kelleher
--------------------------------
Paul F. Kelleher
Senior Vice President, Finance
and Administration