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 January 3, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 1-10574
THERMO VOLTEK CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-1946800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Wildwood Street, P.O. Box 2878
Woburn, Massachusetts 01888-1578
(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:
Title of each class Name of each exchange on which registered
---------------------------- -----------------------------------------
Common Stock, $.05 par value American Stock Exchange
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 30, 1998, was approximately $14,630,000.
As of January 30, 1998, the Registrant had 8,839,370 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 1, 1998, are incorporated by
reference into Part III.
PAGE
PART I
Item 1. Business
--------
(a) General Development of Business
-------------------------------
Thermo Voltek Corp. (the Company or the Registrant) designs,
manufactures, and markets test instruments and a range of products
related to power amplification, conversion, and quality. The Company's
test instruments simulate pulsed electromagnetic interference (pulsed
EMI), radio frequency interference (RFI), and changes in AC voltage, to
allow manufacturers of electronic systems and integrated circuits to test
for electromagnetic compatibility (EMC), to ensure product quality and to
meet certain regulatory requirements. The Company also provides EMC
consulting and systems-integration services and distributes EMC-related
products. The Company's power products include radio frequency (RF) and
microwave power amplifiers, power-conversion equipment, and high-voltage
and application-specific power supplies. These power products are used in
communications, broadcast, research, and medical imaging applications. In
July 1996, the Company acquired Pacific Power Source Corporation, a
manufacturer of power-conversion equipment and programmable power
amplifiers. In April 1997, the Company acquired Milmega Ltd., a
manufacturer of microwave amplifiers. During 1997, the Company
experienced lower demand for its EMC test products, due to the declining
influence of IEC 801, the European Union directive on electromagnetic
compatibility that took effect January 1, 1996, and, to a lesser extent,
a decline in the component-reliability market for ESD test equipment that
resulted from a slowdown in capital expenditures by the semiconductor
industry. Due in part to these developments, during 1997 the Company
implemented certain operational, organizational, and personnel changes.
The Company was originally incorporated in 1960 under the name
Universal Voltronics Corp. Thermedics Inc., a publicly traded subsidiary
of Thermo Electron Corporation, acquired a controlling interest in the
Company's common stock in March 1990. In November 1992, the Company's
name was changed to Thermo Voltek Corp. As of January 3, 1998, Thermedics
owned 5,771,208 shares of the Company's common stock, representing 65% of
such stock outstanding. In addition to the Company's products, Thermedics
develops, manufactures, and markets product quality-assurance systems,
precision-weighing and inspection equipment, electrochemistry and
microweighing products, security devices, and moisture-analysis systems,
as well as implantable heart-assist systems, whole blood coagulation
testing equipment, skin-incision devices, and other biomedical products.
As of January 3, 1998, Thermo Electron owned 238,200 shares of the
Company's common stock, representing 3% of such stock outstanding,
including 186,500 shares that were purchased during 1997* in the open
market for a total purchase price of $1,777,000. Thermo Electron provides
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.
Thermo Electron also provides a range of services that include industrial
* References to 1997, 1996, and 1995 herein are for the fiscal years
ended January 3, 1998, December 28, 1996, and December 30, 1995,
respectively.
2PAGE
outsourcing, particularly in environmental-liability management,
laboratory analysis, and metallurgical processing; and conducts advanced-
technology research and development.
Thermedics intends, for the foreseeable future, to maintain at least
50% ownership of the Company. This may require the purchase by Thermedics
of additional shares (or convertible notes that are then converted) of
the Company from time to time as the number of outstanding shares of the
Company increases. These or any other purchases by Thermedics may be made
either in the open market or directly from the Company or Thermo Electron
or pursuant to conversions of the subordinated convertible notes issued
by the Company to Thermedics. During 1997, Thermedics purchased 799,875
shares of the Company's common stock in the open market for a total
purchase price of $7,376,000. See Notes 4 and 8 to Consolidated Financial
Statements in the Company's 1997 Annual Report to Shareholders for a
description of outstanding stock options and convertible obligations
issued by the Company.
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
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.
(b) Financial Information About Industry Segments
---------------------------------------------
The Company conducts business in one industry segment.
(c) Description of Business
-----------------------
The Company designs, manufactures, and markets test instruments and a
range of products related to power amplification, conversion, and
quality. The Company's test instruments simulate pulsed electromagnetic
interference (pulsed EMI), radio frequency interference (RFI), and
changes in AC voltage, to allow manufacturers of electronic systems and
integrated circuits to test for electromagnetic compatibility (EMC).
These products are used in the product-development, design-verification,
and quality-assurance stages, enabling customers to optimize performance,
reliability, and safety in the final design, and to meet industry
standards and regulatory requirements, including a European Union (EU)
directive that took effect in January 1996. The Company's power products
include radio frequency (RF) and microwave power amplifiers,
power-conversion equipment, and high-voltage and application-specific
power supplies. These power products are used in communications,
broadcast, research, and medical imaging applications.
3PAGE
The Company's testing instruments fall into two main categories: (1)
equipment to test completed electronic products, and (2) equipment to
test individual electronic components such as integrated circuits.
Product Testing Equipment. The Company's EMC testing systems for
electronic products simulate pulsed EMI - including RFI, disturbances in
electrical power, and natural and man-made phenomena such as lightning
and static electricity - to allow manufacturers to check for resistance
to these and other forms of potentially troublesome electronic pollution.
These systems perform both immunity and emissions testing - to verify
that completed electronic products are not only immune to EMI, but also
that they are not emitting EMI. The Company's KeyTek Instrument
division's ECAT(R) system integrates comprehensive pulsed EMI and
power-quality failure simulation and testing with built-in diagnostic
capabilities. KeyTek also offers a range of lower-cost instruments
designed to test completed products for a particular type of pulsed EMI.
KeyTek also manufactures the G-Strip, an RFI immunity tester that
analyzes how effectively electronics resist the effects of radio
frequency emitted by other electronic devices.
Component-reliability Testing Equipment. KeyTek also manufactures EMC
testing instruments that allow manufacturers to test electronic
components and subassemblies, particularly integrated circuits and
printed circuit boards, for immunity to electrostatic discharge (ESD)
and electrical overstress (EOS). These products expose integrated
circuits and printed circuit boards to controlled and repeatable stress
levels, thereby determining their ability to withstand ESD and EOS.
These products also simulate the damage that can occur during normal
handling or operating procedures associated with the manufacturing,
testing, and transportation of such components.
The Company also provides EMC consulting and distribution services.
Through its Comtest subsidiary, the Company distributes EMC-testing
products for pulsed EMI and RFI immunity and emissions testing; provides
a wide range of testing, consulting, training, and systems-integration
services; and designs EMC test facilities. The Company also provides
on-site management and service, and maintains testing and training
facilities, at Comtest's Netherlands headquarters.
The Company's power products, described below, have applications in
both EMC and non-EMC areas. These include RF and microwave power
amplifiers, power-conversion equipment, and high-voltage and
application-specific power supplies.
Power Amplifiers. Through its Kalmus Engineering and Milmega Ltd.
divisions, the Company manufactures RF and microwave power amplifiers
that have applications in EMC testing and other areas. When used in EMC
test applications, the RF power amplifiers manufactured by Kalmus test
products for immunity to conducted and radiated RFI. They are also
suitable for a variety of laboratory and research applications where
precise control over power level and frequency are required; in medical
imaging applications; and in wireless communications applications,
broadcasting, and mobile data communications. Milmega, acquired in April
1997, designs and manufactures both RF and microwave power amplifiers.
4PAGE
Microwave power amplifiers have frequencies of one gigaHertz and above.
Milmega's products are suitable for EMC test and other areas, including
research, communications, medical, and military applications.
Power-conversion Equipment. The Company's Pacific Power Source
Corporation division manufactures programmable power amplifiers that can
be incorporated into EMC test equipment to assess how well electronics
tolerate normal variations in the quality and quantity of AC voltage.
These amplifiers are also used in other kinds of testing equipment and in
application-specific power supplies. In October 1997, the Company
established a new division, Global Power Systems, to market specialized
power products, particularly for use in marine applications. Its initial
product line is a family of dock-to-yacht power systems that convert
power from an onshore source anywhere in the world to the voltage, phase,
and frequency required by luxury yachts.
High-voltage Power Supplies. Through its Universal Voltronics
division, the Company designs, manufactures, and markets high-voltage
power supplies, modulators, and related high-voltage equipment for
industrial, medical, and security processes, and defense and scientific
research applications. These systems transform utility-supplied AC power
into the DC voltages and currents required by the user and allow precise
control over the performance level desired for each application.
Raw Materials
A number of the components of the Company's EMC-testing products are
supplied by sole-source vendors. Although the Company has not experienced
significant difficulty in obtaining adequate supplies from these vendors,
and believes that it would be able to identify alternate suppliers if
necessary, there can be no assurance that the unanticipated loss of a
single vendor would not result in delays in shipments or in the
introduction of new products.
Backlog
The Company's backlog of firm orders is measured by the amount of
unshipped orders and, with respect to long-term contracts, the amount of
the contract reduced by the revenue that has been recognized to date on a
percentage-of-completion basis. Certain of these orders are cancellable
by the customer upon payment of a cancellation charge. The Company's
backlog was $10.2 million and $10.3 million as of January 3, 1998, and
December 28, 1996, respectively. The Company believes that substantially
all of the backlog at January 3, 1998, will be shipped or completed
during the next 12 months.
5PAGE
Competition
The Company is a leading supplier of EMC testing equipment. There are
numerous companies worldwide that independently manufacture and market
pulsed EMC test equipment for electronic products, and several more that
independently manufacture and market component-reliability test
equipment. The Company competes in this market primarily on the basis of
performance, technical expertise, reputation, and price.
In the market for RF power amplifiers and programmable power
amplifiers, the Company competes with several companies worldwide based
primarily on technical expertise, reputation, and price.
In the market for high-voltage power supply systems of the general
type manufactured and marketed by the Company, the Company competes with
numerous companies for both contract and commercial sales primarily on
the basis of technical expertise, product performance, reputation, and
price.
Substantially all of the Company's contract and commercial revenues
are subject to intense competitive bidding. Some of the Company's
competitors have substantially greater financial resources than those of
the Company.
Research and Development
Research and development expenses for the Company were $3,620,000,
$3,618,000, and $2,349,000 in 1997, 1996, and 1995, respectively.
Environmental Protection Regulations
The Company believes that compliance by the Company with federal,
state, and local environmental protection regulations will not have a
material adverse effect on its capital expenditures, earnings, or
competitive position.
Number of Employees
As of January 3, 1998, the Company employed 278 people. Except for
seven employees at Universal Voltronics, none of the Company's employees
is represented by a union. The Company believes that relations with its
employees are good.
(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 11 to Consolidated Financial
Statements in the Registrant's 1997 Annual Report to Shareholders, which
information is incorporated herein by reference.
6PAGE
(e) Executive Officers of the Registrant
------------------------------------
Present Title (Year First Became
Name Age Executive Officer)
------------------------ --- --------------------------------
John W. Wood Jr. 54 Chairman of the Board and Chief
Executive Officer (1990)
Colin I.W. Baxter 66 President and Chief Operating
Officer (1997)
John N. Hatsopoulos 63 Chief Financial Officer (1990)
Paul F. Kelleher 55 Chief Accounting Officer (1990)
Each executive officer serves until his successor is chosen or
appointed by the Board of Directors and qualified or until his earlier
resignation, death, or removal. Messrs. Wood, Hatsopoulos, and Kelleher
have held comparable positions for at least five years either with the
Company, Thermedics, or Thermo Electron. Mr. Baxter has been President
and Chief Operating Officer of the Company since January 1997. Mr. Baxter
has been President of the Company's Kalmus division since May 1995, and
from July 1996 to January 1997 was President of the Company's Pacific
Power division. Prior to joining the Company, Mr. Baxter was President
and Chief Executive Officer of Dranetz Technologies, Inc., a designer and
manufacturer of electronic instruments for measuring and monitoring
electrical power quality, demand, and sequence of events recorders. Mr.
Wood is a Senior Vice President of Thermo Electron and the Chairman of
the Board of Thermedics but devotes such portion of his time to the
affairs of the Company as the Company's needs reasonably require. Messrs.
Hatsopoulos and Kelleher are full-time employees of Thermo Electron but
devote such time to the affairs of the Company as the Company's needs
reasonably require.
Item 2. Properties
----------
The Company owns approximately 45,000 square feet of office,
engineering, laboratory, and production space in Mount Kisco, New York,
and leases approximately 110,000 square feet of office, engineering,
laboratory, and production space under leases expiring from 1998 to 2010,
principally in Massachusetts, Washington, California, The Netherlands,
the United Kingdom, and Italy. The Company believes that these facilities
are in good condition and are suitable and adequate for its present
operations, and that suitable space is readily available if any of such
leases are not extended.
Item 3. Legal Proceedings
-----------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
7PAGE
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, $.05 par value, and dividend policy is
included under the sections labeled "Common Stock Market Information" and
"Dividend Policy" in the Registrant's 1997 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 labeled "Selected Financial Information" and "Dividend Policy"
in the Registrant's 1997 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 1997 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 January 3,
1998, and Supplementary Data are included in the Registrant's 1997 Annual
Report to Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
8PAGE
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 caption "Section 16(a) Beneficial Ownership
Reporting Compliance" 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.
9PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a,d) Financial Statements and Schedules
----------------------------------
(1) The consolidated financial statements set forth in the list
below are filed as part of this Report.
(2) The consolidated 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 Statement Schedules filed 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
-------------------
None.
(c)Exhibits
--------
See Exhibit Index on the page immediately preceding exhibits.
10PAGE
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 16, 1998 THERMO VOLTEK CORP.
By: John W. Wood Jr.
-----------------------
John W. Wood Jr.
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 below, as of March 16,
1998.
Signature Title
--------- -----
By: John W. Wood Jr. Chairman of the Board, Chief Executive
------------------------- Officer, and Director
John W. Wood Jr.
By: John N. Hatsopoulos Chief Financial Officer and Senior
------------------------- Vice President
John N. Hatsopoulos
By: Paul F. Kelleher Chief Accounting Officer
-------------------------
Paul F. Kelleher
By Elias P. Gyftopoulos Director
-------------------------
Elias P. Gyftopoulos
By: William W. Hoover Director
-------------------------
William W. Hoover
By: Sandra L. Lambert Director
-------------------------
Sandra L. Lambert
By: Theo Melas-Kyriazi Director
-------------------------
Theo Melas-Kyriazi
By: Peter Richman Director
-------------------------
Peter Richman
11PAGE
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo Voltek Corp.:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermo
Voltek Corp.'s Annual Report to Shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 12,
1998. 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 10 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 consolidated
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 12, 1998
12PAGE
SCHEDULE II
THERMO VOLTEK CORP.
Valuation and Qualifying Accounts
(In thousands)
Balance Provision
at Charged Accounts Balance
Beginning to Written at End
Description of Year Expense Off Other (a) of Year
---------------------------------------------------------------------------
Allowance for
Doubtful Accounts
Year Ended
January 3, 1998 $587 $326 $(90) $(24) $799
Year Ended
December 28, 1996 $446 $103 $(11) $ 49 $587
Year Ended
December 30, 1995 $343 $135 $(51) $ 19 $446
(a)Allowances of businesses acquired during the year as described in Note
3 to Consolidated Financial Statements in the Registrant's 1997 Annual
Report to Shareholders and the effect of foreign currency translation.
13PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
2.1 Asset Purchase Agreement dated March 1, 1995, among KeyTek
Instrument Division of Thermo Voltek Corp., Kalmus
Engineering Incorporated, RF Power Labs, Incorporated, and
Frank Kalmus (filed as Exhibit 2.4 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1994 [File No. 1-10574] 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.
2.2 Asset Purchase Agreement dated as of July 3, 1996,
between the Registrant and Pacific Power Source
Corporation (filed as Exhibit 2.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 29, 1996 [File No. 1-10574] 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 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended January 2, 1993 [File No. 1-10574] and
incorporated herein by reference).
3.2 Composite Restatement of By-Laws, as amended (filed as
Exhibit 3.2 to the Registrant's Transition Report on
Form 10-K for the six months ended December 29, 1990
[File No. 1-10574] and incorporated herein by
reference).
4.1 Agreement between the Registrant and Thermedics dated
June 5, 1992, for Purchase of Note (filed as Exhibit 4
to the Registrant's Current Report on Form 8-K dated
June 5, 1992 [File No. 1-10574] and incorporated
herein by reference).
4.2 Fiscal Agency Agreement dated as of November 19, 1993,
among the Registrant, Thermo Electron, and Chemical
Bank (filed as Exhibit 4.3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
1, 1994 [File No. 1-10574] and incorporated herein by
reference).
14PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
4.3 Guarantee Reimbursement Agreement dated February 7, 1994,
among the Registrant, Thermedics, Thermo Cardiosystems
Inc., and Thermo Electron (filed as Exhibit 4.4 to
Thermedics' Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 [File No. 1-9567] and incorporated
herein by reference).
10.1 Amended and Restated Corporate Services Agreement dated
January 3, 1993, between Thermo Electron and the Registrant
(filed as Exhibit 10.3 to the Registrant's Annual Report on
Form 10-K for the year ended January 2, 1993 [File No.
1-10574] and incorporated herein by reference).
10.2 Form of Indemnification Agreement for Directors and
Officers of the Registrant (filed as Exhibit 10.13 to the
Registrant's Transition Report on Form 10-K for the six
months ended December 29, 1990 [File No. 1-10574] and
incorporated herein by reference).
10.3 Thermo Electron Corporate Charter as amended and restated
effective January 3, 1993 (filed as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the year ended
January 2, 1993 [File No. 1-10574] and incorporated herein
by reference).
10.4 Consulting Agreement between the Registrant and Peter
Richman, as of August 5, 1993 (filed as Exhibit 10.25 to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1993 [File No. 1-10574] and
incorporated herein by reference).
10.5 Lease Agreement dated August 2, 1993, between Comtest
Invest B.V. and Comtest Instrumentation B.V. (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.
1-10574] and incorporated herein by reference).
10.6 Note dated July 2, 1993, from the Registrant to Thermo
Electron Corporation (filed as Exhibit 10.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 [File No. 1-10574] and incorporated
herein by reference).
10.7 Amended and Restated Master Repurchase Agreement dated as
of July 2, 1996, between the Registrant and Thermo Electron
(filed as Exhibit 10.7 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 28, 1996 [File
No. 1-10574] and incorporated herein by reference).
10.8 - 10.18 Reserved.
15PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
10.19 1985 Stock Option Plan of the Registrant (filed as Exhibit
10.14 to the Registrant'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 300,000 shares, after adjustment to
reflect 1-for-3 reverse stock split effected in November
1992 and 3-for-2 stock splits effected in November 1993 and
August 1996.)
10.20 1990 Stock Option Plan, as amended, of the Registrant
(filed as Exhibit 10.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended July 2, 1994 [File No.
1-10574] and incorporated herein by reference). (Maximum
number of shares issuable is 600,000 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 splits effected in November 1993 and August
1996.)
10.21 Equity Incentive Plan of the Registrant (filed as Exhibit
10.21 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994 [File No. 1-10574] and
incorporated herein by reference).
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may be
granted awards under stock-based compensation plans of
Thermo Electron and Thermedics for services rendered to the
Registrant or such affiliated corporations. The terms of
such plans are substantially the same as those of the
Registrant's Equity Incentive Plan.
10.22 Deferred Compensation Plan for Directors of the Registrant
(filed as Exhibit 10.23 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1993
[File No. 1-10574] and incorporated herein by reference).
10.23 Directors' Stock Option Plan of the Registrant (filed as
Exhibit 10.23 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 [File No.
1-10574] and incorporated herein by reference).
16PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
10.24 Restated Stock Holdings Assistance Plan and Form of
Promissory Note.
10.25 Amended and Restated Master Guarantee Reimbursement and
Loan Agreement dated December 18, 1997, between the Company
and Thermo Electron.
10.26 Amended and Restated Master Guarantee Reimbursement and
Loan Agreement dated December 18, 1997, between the Company
and Thermedics.
13 Annual Report to Shareholders for the year ended January 3,
1998 (only those portions incorporated herein by
reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule for the year ended January 3, 1998.
27.2 Financial Data Schedule for the quarter ended March 30,
1996 (restated for the adoption of SFAS No. 128).