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):
March 30, 2000
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THERMEDICS INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 1-9567 04-2788806
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
470 Wildwood Street, P.O. Box 2999
Woburn, Massachusetts 01888
(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 Thermedics
Inc.'s Annual Report on Form 10-K for the year ended January 1, 2000. These
include risks and uncertainties relating to: government regulation and industry
standards, competition and technological change, intellectual property rights,
reimbursement by insurers for medical procedures, medical community acceptance
of medical devices, availability of materials and components, product liability,
international operations, the company's acquisition strategy, and the company's
cash management arrangement with Thermo Electron.
Item 5. Other Events
On March 31, 2000, the Registrant issued a press release, attached hereto
as Exhibit 99, regarding its previously announced tender offer for the shares of
common stock, $.01 par value per share, of its subsidiary Thermo Sentron Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits
99 Press Release dated March 31, 2000.
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 31st day of March, 2000.
THERMEDICS INC.
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermedics Completes Cash Tender Offer for Thermo Sentron
WOBURN, Mass., March 31, 2000 - Thermedics Inc. (ASE-TMD), a Thermo
Electron company, announced today that it has successfully completed the cash
tender offer of $15.50 per share for any and all outstanding shares of its
Thermo Sentron Inc. subsidiary.
The offer and withdrawal rights expired at midnight on Thursday, March 30,
2000. Based on the preliminary report of the depositary for the offer, American
Stock Transfer & Trust Company, approximately 1,144,000 Thermo Sentron shares
were tendered. This brings Thermedics' and Thermo Electron's combined equity
ownership in Thermo Sentron to approximately 98.6 percent. Thermedics expects to
complete the spin-in of Thermo Sentron by Tuesday, April 4, through a short-form
merger. The short-form merger does not require Thermo Sentron board or
shareholder approval.
Shareholders who tendered their shares in the tender offer will receive
payment for their shares shortly. Shareholders who did not tender their shares
will also receive $15.50 per share in the short-form merger. Information
outlining what steps these Thermo Sentron shareholders must take to obtain
payment will be mailed within a week to 10 days.
The complete terms and conditions of the tender offer are set forth in the
offer to purchase, letter of transmittal, and other related materials, which
were filed with the Securities and Exchange Commission on March 3, 2000.
Thermedics Inc. develops, manufactures, and markets diverse product lines,
including implantable heart-assist devices and other biomedical products,
security instruments, and equipment that assures the quality of a wide variety
of consumer products and bulk materials. Thermedics is a public subsidiary of
Thermo Electron Corporation. More information is available on the Internet at
http://www.thermo.com/subsid/tmd1.html.
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release 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 company's annual report on Form 10-K for the
year ended January 1, 2000. These include risks and uncertainties relating to:
government regulation and industry standards, competition and technological
change, intellectual property rights, reimbursement by insurers for medical
procedures, medical community acceptance of medical devices, availability of
materials and components, product liability, international operations,
acquisition strategy, and the company's cash management arrangement with Thermo
Electron.