SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
December 10, 1998
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THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
81 Wyman Street
Waltham, Massachusetts 02454
Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
This Form 8-K contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
Registrant's Annual Report on Form 10-K, as amended, for the year ended January
3, 1998. These include risks and uncertainties relating to: the Registrant's
spinout and acquisition strategies, competition, international operations,
technological change, possible changes in governmental regulations, regulatory
approval requirements, capital spending and government funding policies,
dependence on intellectual property rights, and the potential impact of the year
2000 on processing date-sensitive information.
Item 5. Other Events
On December 10, 1998, the Registrant issued a press release regarding an
update to the proposed corporate reorganization, announced on August 12, 1998,
involving certain of the Registrant's subsidiaries.
The press release stated, among other things, that (i) Thermo Coleman
Corporation will not be merged into ThermoTrex Corporation, as had been
announced on August 12, (ii) Thermo Sentron Inc. ("Thermo Sentron"), ONIX
Systems Inc. and Metrika Systems Corporation will not be combined to form a new
sensor and process control company, as had been announced on August 12, (iii)
Thermedics Inc. ("Thermedics") will transfer shares of its common stock and its
equity interests in its subsidiaries Thermedics Detection Inc. ("Thermedics
Detection"), Thermo Sentron and Thermo Voltek Corp. to the Registrant in
exchange for the Registrant's wholly owned biomedical group, (iv) Thermedics
Detection and Thermo Sentron will be taken private and become wholly owned
subsidiaries of the Registrant (shareholders of Thermedics Detection and Thermo
Sentron will receive cash for their shares of Thermedics Detection and Thermo
Sentron common stock). Thermedics Detection and Thermo Sentron will remain at
the Registrant instead of being transferred to Thermo Instrument Systems Inc.
("Thermo Instrument"), as had been announced on August 12, (v) ThermoSpectra
Corporation ("ThermoSpectra") will be taken private and become a wholly owned
subsidiary of Thermo Instrument (shareholders of ThermoSpectra will receive cash
in exchange for their shares of ThermoSpectra common stock), (vi) Thermo Power
Corporation ("Thermo Power") will be taken private and become a wholly owned
subsidiary of the Registrant (shareholders of Thermo Power will receive cash in
exchange for their shares of Thermo Power common stock), and (vii) the public
and private subsidiaries of Thermo TerraTech Inc. ("Thermo TerraTech"),
ThermoRetec Corporation, The Randers Group Incorporated, and Thermo EuroTech
N.V., will be consolidated into Thermo TerraTech (shareholders of each of these
subsidiaries will receive common stock in Thermo TerraTech in exchange for their
shares in the respective subsidiaries).
All of these transactions are subject to numerous conditions, including
establishment of prices and exchange ratios, confirmation of anticipated tax
consequences, approval by the boards of directors (including their independent
directors) of each of the affected majority-owned subsidiaries, negotiation and
execution of definitive purchase and sale or merger agreements, clearance by the
Securities and Exchange Commission of registration statements and/or proxy
materials regarding the proposed transactions and, where appropriate, fairness
opinions from investment banking firms. Any such transactions that will involve
a public offering of securities will be made only by means of a prospectus.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 10th day of December, 1998.
THERMO ELECTRON CORPORATION
By:/s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer