SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
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 1, 1995
________________________________________
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 01888-1799
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 2. Acquisition or Disposition of Assets
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On December 1, 1995, Thermedics Inc. (the "Company") acquired all of
the outstanding capital stock of Analytical Technology, Inc. ("ATI")
pursuant to a merger (the "Merger").
In a separate transaction consummated immediately prior to the
effectiveness of the Merger, Thermo Instrument Systems Inc., which is an
affiliate of the Company ("Thermo Instrument"), purchased ATI's analytical
instruments business (the "Thermo Instrument Acquisition") in exchange for
Thermo Instrument's demand promissory note in the principal amount of
$34,933,000 (the "Thermo Instrument Note"). Consequently, at the effective
time of the Merger, ATI's assets consisted principally of its Orion
Laboratory Products Division ("Orion") and the Thermo Instrument Note.
Orion, based in Boston, Massachusetts, is a provider of electrochemistry,
microweighing and other instruments to detect the chemical composition of
foods, beverages and pharmaceuticals.
The base purchase price of the capital stock of ATI acquired in the
Merger (the "Aggregate Purchase Price") was $79,284,183 in cash, plus the
assumption of approximately $15,600,000 in bank indebtedness existing as of
the closing of the Merger. Of these amounts, $34,933,000 was paid to the
former ATI shareholders by Thermo Instrument at the direction of the
Company in exchange for the cancellation of the Thermo Instrument Note, and
Thermo Instrument assumed approximately $7,000,000 of such bank
indebtedness. As a result, the effective base purchase price paid by the
Company for Orion (the "Orion Purchase Price") was $44,351,000 in cash plus
assumed bank indebtedness of approximately $8,600,000.
The Aggregate Purchase Price is subject to a post-closing adjustment,
and will either be (i) increased by the amount by which ATI's net tangible
equity as of the closing (without taking into account the Thermo Instrument
Acquisition) exceeds a deficit of $1,989,000; or (ii) decreased by the
amount by which a deficit of $1,989,000 exceeds such net tangible equity.
The Company and Thermo Instrument have agreed that, in the event that the
Aggregate Purchase Price is so adjusted, then the portion of such
adjustment that is attributable to the operations of the businesses
acquired by Thermo Instrument will be paid to, or by, Thermo Instrument, as
the case may be.
The Merger was effected pursuant to an Agreement and Plan of Merger
executed November 29, 1995, by and among the Company, ATI Merger Corp. (a
wholly owned subsidiary of the Company), ATI and, for certain limited
purposes, Thermo Instrument. The Orion Purchase Price was based on the
Company's determination of the fair market value of Orion's business, and
the terms of the merger agreement were determined by arms' length
negotiation among the parties.
The Company may seek to move Orion's headquarters and certain of its
manufacturing operations upon the expiration of certain lease commitments.
Otherwise, the Company has no present intention to use Orion's plant,
equipment or other assets for purposes materially different from the
purposes for which such assets were used prior to the acquisition.
However, the Company will review Orion's business and assets, corporate
structure, capitalization, operations, properties, policies, management and
personnel and, upon completion of this review, may develop alternative
plans or proposals, including mergers, transfers of a material amount of
assets or other transactions or changes relating to such business.
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Orion had revenues of approximately $46,000,000 for the fiscal year
ended December 31, 1994.
Of the Orion Purchase Price, $38,000,000 was borrowed from Thermo
Electron Corporation pursuant to a promissory note due December 9, 1996 and
bearing interest at a rate per annum equal to the rate of the Commercial
Paper Composite Rate as reported by Merrill Lynch Capital Markets, as an
average of the last five business days of each fiscal quarter, plus 25
basis points, and the balance was funded from the Company's working
capital.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
Information and Exhibits
(a) Financial Statements of Business Acquired: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to February 14, 1996.
(b) Pro Forma Combined Condensed Financial Information: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to February 14, 1996.
(c) Exhibits
2 Agreement and Plan of Merger dated as of the 29th day
of November 1995, by and among Thermedics Inc., ATI
Merger Corp., Analytical Technology, Inc., and, for
certain limited purposes, Thermo Instrument Systems
Inc. Schedules and exhibits to the agreement (each of
which are identified in the agreement) are omitted in
reliance on Rule 601(b)(2) of Regulation S-K. The
registrant hereby undertakes to furnish such schedules
and exhibits to the Commission supplementally upon
request.
10(a) Asset and Share Purchase Agreement dated as of the 29th
day of November 1995, by and among Thermo Instrument
Systems Inc., ATI Acquisition Corp., Analytical
Technology, Inc., and, for certain limited purposes,
Thermedics Inc. Schedules and exhibits to the
agreement (each of which are identified in the
agreement) are omitted in reliance on Rule 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to
furnish such schedules and exhibits to the Commission
supplementally upon request.
10(b) $38,000,000 Promissory Note dated as of December 11,
1995 issued by Thermedics Inc. to Thermo Electron
Corporation.
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SIGNATURES
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 12th day of December,
1995.
THERMEDICS INC.
By: John W. Wood, Jr.
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John W. Wood, Jr.
President and Chief
Executive Officer
AA953400026