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 December 30, 1995
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-9567
THERMEDICS INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2788806
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Wildwood Street, P.O. Box 2999
Woburn, Massachusetts 01888-1799
(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, $.10 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 26, 1996, was approximately $433,605,000.
As of January 26, 1996, the Registrant had 35,746,162 shares of common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1995 Annual Report to Shareholders for the
year ended December 30, 1995, 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 May 20, 1996, are incorporated by
reference into Part III.
PAGE
PART I
Item 1. Business
(a) General Development of Business
The businesses of Thermedics Inc. (the Company or the Registrant) are
divided into two segments: Instruments and Other Equipment, and Biomedical
Products. The Company's Instruments and Other Equipment segment includes
Thermo Sentron Inc. (Thermo Sentron), a newly formed subsidiary of the
Company. On January 2, 1996, the Company transferred to Thermo Sentron the
assets, liabilities and business of Ramsey Technology, Inc., which was
acquired in March 1994, for 7,000,000 shares of Thermo Sentron common
stock. Thermo Sentron designs, develops, manufactures, and sells high-speed
precision weighing and inspection equipment for industrial production and
packaging lines. On February 1, 1996, Thermo Sentron filed a registration
statement under the Securities Act of 1933 with the Securities Exchange
Commission covering shares of common stock to be offered in its initial
public offering. Also part of the Instruments and Other Equipment segment
is the Orion laboratory products division (Orion) of Analytical Technology,
Inc., which the Company acquired in December 1995 for approximately $52.7
million in cash, which included the repayment of $8.6 million of debt,
subject to a post-closing adjustment. To partially finance this
acquisition, the Company borrowed $38.0 million from Thermo Electron
Corporation (Thermo Electron) pursuant to a promissory note due December
1996. The balance of the purchase price was funded from the Company's
working capital. Orion is a manufacturer of electrochemistry,
microweighing, process and other instruments used to analyze the chemical
compositions of foods, beverages, and pharmaceuticals and detect
contaminants in environmental and high-purity water samples. The
Instruments and Other Equipment segment, through its Thermedics Detection
Inc. (Thermedics Detection) subsidiary also develops, manufactures, and
markets high-speed detection instruments, including the Alexus(R) system, a
process detection instrument used in product quality assurance
applications, and the EGIS(R) system, a security instrument used to detect
explosives at airports and other locations. In January 1996, Thermedics
Detection acquired the assets of Moisture Systems Corporation and certain
affiliated companies (collectively, MSC), and the stock of Rutter & Co.
(Rutter) for a total of $20.5 million in cash and the assumption of certain
liabilities. MSC and Rutter design, manufacture, and sell instruments which
use near infrared radiation to measure moisture for protein and other
product components in the manufacturing process for the food,
pharmaceutical, chemical, wood, pulp, paper, and other industries. Through
the Company's Thermo Voltek Corp. (Thermo Voltek) subsidiary, the
Instruments and Other Equipment segment manufactures a line of electronic
test instruments and high-voltage power conversion systems.
As part of its Biomedical Products segment, the Company's Thermo
Cardiosystems Inc. (Thermo Cardiosystems) subsidiary has developed two
implantable left ventricular-assist systems (LVAS): an implantable
pneumatic, or air-driven system, and an electric version. In October 1994,
the Company announced that the U.S. Food and Drug Administration (FDA)
granted approval for the commercial sale of the air-driven LVAS for use as
a bridge-to-transplant. With this approval, the air-driven system became
available for sale to cardiac centers throughout the U.S. The Company also
develops, manufactures, and markets enteral nutrition-delivery systems and
a line of medical-grade polymers used in medical disposables and
nonmedical, industrial applications, including safety glass and automotive
coatings.
2PAGE
The Company was incorporated in 1983 under the laws of Massachusetts
as a wholly owned subsidiary of Thermo Electron. Prior to that time, the
business of the Company was conducted by the R & D/New Business Center of
Thermo Electron. As of December 30, 1995, Thermo Electron owned 17,315,326
shares of the Company's common stock, representing 51% of such stock
outstanding. In January 1996, the Company issued 1,688,161 shares of its
common stock to Thermo Electron in exchange for 315,199 shares of Thermo
Voltek common stock and 529,965 shares of Thermo Cardiosystems common
stock. The shares of common stock were exchanged at their respective fair
market values on the date of the transaction. Thermo Electron is a world
leader in environmental monitoring and analysis instruments and a
manufacturer of biomedical products, including mammography systems,
paper-recycling and papermaking equipment, alternative-energy systems,
industrial process equipment, and other specialized products. Thermo
Electron also provides environmental and metallurgical services and
conducts advanced technology research and development.
Thermo Electron intends, for the foreseeable future, to maintain at
least 50% ownership of the Company. This may require the purchase by Thermo
Electron of additional shares of common stock of the Company (or debentures
convertible into common stock) from time to time as the number of
outstanding shares issued by the Company increases. These or any other
purchases may be made either in the open market or directly from the
Company. See Notes 4 and 8 to Consolidated Financial Statements in the
Company's 19951 Annual Report to Shareholders for a description of
outstanding stock options and convertible debentures issued by the Company.
During 1995, Thermo Electron purchased 484,300 shares of the Company's
common stock in the open market at a total price of $8,632,000.
As of December 30, 1995, the Company owned 52% and 50% of the
outstanding common stock of Thermo Cardiosystems and Thermo Voltek,
respectively. After the completion of Thermo Sentron's initial public
offering, the Company is expected to own approximately 74% of Thermo
Sentron's common stock. The Company intends, for the foreseeable future, to
maintain at least 50% ownership of Thermo Cardiosystems, Thermo Voltek, and
Thermo Sentron. This may require the purchase by the Company of additional
shares of common stock or, if applicable, convertible debentures (which are
then converted) of these companies from time to time, if the number of the
companies' outstanding shares increases, whether as a result of conversion
of convertible obligations or exercise of stock options issued by them, or
otherwise. These or any other purchases by the Company may be made either
in the open market or directly from Thermo Cardiosystems, Thermo Voltek,
Thermo Sentron or Thermo Electron or pursuant to the conversion of all or
part of the $7,500,000 principal amount 6 3/4% subordinated convertible
note due 2002 and the $4,000,000 principal amount 5% subordinated
convertible note due 2003 issued by Thermo Voltek to the Company,
convertible into shares of Thermo Voltek's common stock at conversion
prices of $6.40 and $5.67 per share, respectively. In addition, at December
30, 1995, Thermo Cardiosystems and Thermo Voltek had outstanding (i) stock
options and warrants exercisable for 798,000 and 511,000 shares,
respectively, at various prices and subject to various vesting schedules,
and (ii) convertible debentures (other than those held by the Company)
convertible into 535,511 shares and 2,148,085 shares, respectively. During
1995, the Company purchased 21,300 shares of Thermo Voltek common stock in
the open market at a total price of $179,000.
1 References to 1995, 1994, and 1993 herein are for the fiscal years
ended December 30, 1995, December 31, 1994, and January 1, 1994,
respectively.
3PAGE
(b) Financial Information About Industry Segments
The Company's business is divided into two industry segments as
follows:
Instruments and Other Equipment
The Company designs, develops, manufactures, and sells high-speed
precision weighing and inspection equipment for industrial production and
packaging lines. The Company also manufactures and markets
electrochemistry, microweighing, process, and other instruments for
analyzing the chemical compositions of foods, beverages and pharmaceuticals
and detecting contaminants in environmental and high-purity water samples.
The Company also develops, manufactures, and markets high-speed detection
instruments, including the Alexus system, a process detection instrument
used in product quality assurance applications, and the EGIS system, a
security instrument used to detect explosives at airports and other
locations. The Company also develops, manufactures and sells instruments
which use near infrared radiation to measure moisture for protein and other
product components in the manufacturing process. In addition, the Company
develops, manufactures, and markets a line of electronic test instruments,
and makes high-voltage power conversion systems.
Biomedical Products
The Company develops, manufactures, and markets left
ventricular-assist systems; enteral feeding products; and a line of
medical-grade polymers used in catheters and tubing, and for nonmedical
applications, such as protective coatings for industrial products and
safety glass.
Financial information concerning the Company's industry segments is
summarized in Note 14 to Consolidated Financial Statements in the
Registrant's 1995 Annual Report to Shareholders and is incorporated herein
by reference.
(c) Description of Business
(i) Principal Products and Services
Instruments and Other Equipment
Precision Weighing and Inspection Equipment. Through its Thermo
Sentron subsidiary, the Company designs, develops, manufactures, and sells
high-speed precision weighing and inspection equipment for industrial
production and packaging lines. Thermo Sentron serves two principal
markets: packaged goods and bulk materials. Thermo Sentron's products for
the packaged goods market include a wide range of checkweighing equipment
and metal detectors that can be integrated at various stages in production
lines for process control and quality assurance. These products are sold
primarily to customers in the food processing and pharmaceutical
industries. Products in Thermo Sentron's bulk-material line include
conveyor belts, scales, solids level measurement and conveyor monitoring
devices, and sampling systems. These products are sold primarily to
customers in the mining and material processing industries, as well as
electric utilities, chemical, and other manufacturing companies.
During 1995 and 1994, the Company derived revenues of $67.5 million
and $50.1 million, respectively, from its precision weighing and inspection
equipment.
4PAGE
Laboratory Products. To expand its product quality assurance
offerings, the Company acquired Orion in December 1995. Through Orion, the
Company manufactures and markets electrochemistry, microweighing, process,
and other instruments used to analyze the chemical composition in foods,
beverages, and pharmaceuticals and detect contaminants in environmental and
high-purity water samples. Orion's laboratory products include ion and
moisture analysis and precision weighing systems. Orion's laboratory
pH/ion-selective products, marketed under the Orion brand name, identify
chemical substances found in various types of solutions, including foods,
pharmaceuticals, soils, and water. Pure water monitors, also marketed under
the Orion name, use ion-selective technology to monitor parameters required
for the control of high-purity water systems in power generation and other
industrial applications. Other products include Cahn microweighing and
moisture balances, Russell pH products, and Lear/Fischer
filtration/moisture analysis products, all marketed under the Orion brand
name. Orion also markets consumable products for its earlier instruments
line. Orion had revenues of $46.3 million in fiscal 1994.
Process Detection Instruments. In 1992, Thermedics Detection
introduced Alexus, a high-speed product quality assurance system based on
the Company's vapor-detection technology, for use in bottling lines in the
carbonated beverage industry. The Company continues to develop new product
quality assurance technologies to address the need for product quality in
the beverage market. In 1994, the Company upgraded its Alexus systems to
offer higher selectivity and operating efficiency and introduced the Alexus
W10, which provides the bottled water industry with a device to help ensure
product quality in returned water containers. In 1995, the Company
developed a high-speed X-ray imaging system, currently being evaluated by
several major beer companies in the U.S. and overseas, to detect liquid
fill-levels for the beverage industry. The Company is also developing a
high-speed gas chromatography instrument to provide laboratory-quality
analysis in the field for process control applications.
The Company, through its newly acquired MSC and Rutter businesses, has
a leading position in the market for near infrared radiation technology to
measure moisture for protein and other product components in the
manufacturing process for the food, pharmaceutical, chemical, wood, pulp,
paper, and other industries. MSC and Rutter had combined revenues of $20.0
million in 1994.
During 1995, 1994, and 1993, the Company derived revenues from its
process detection instrument business of approximately $16.2 million, $38.0
million, and $34.4 million, respectively.
Security Instruments. Also through Thermedics Detection, the Company
has developed a line of security instruments. The Company's TEA
Analyzer(R), introduced in 1975, uses vapor-detection technology to analyze
substances for nitrogen-based carcinogens. From this technology, Thermedics
Detection developed the EGIS system, a highly sensitive vapor-detection
instrument for screening people, baggage, packages, freight, and electronic
equipment such as personal computers for the presence of a wide range of
explosives, including the plastic explosives that have proven difficult to
detect using conventional methods. The EGIS system detects ultratrace
quantities of certain explosives and indicates the concentration and type
of explosive detected. The EGIS system is in use in 21 countries and
operational in 40 international airports, and is also used in government
buildings, embassies, and other locations where there is a high degree of
concern for security. The EGIS system has assisted in identifying
explosives used in terrorist bombings, including those in Oklahoma City
5PAGE
and at the World Trade Center in New York, as well as in Israel, Buenos
Aires, and the United Kingdom.
Electronic Test Instruments. Through Thermo Voltek's KeyTek Instrument
(KeyTek) division, the Company designs, develops, and manufactures
electronic test instruments that simulate different types of pulsed
electromagnetic interference (pulsed EMI) in order to test electronic and
electrical systems and components for electromagnetic compatibility (EMC).
Pulsed EMI, which is caused by natural and man-made phenomena such as
lightning, static electricity, and electrical power disturbances, can
damage or disrupt the operation of any product that uses digital circuits.
Consequently, manufacturers of electronic systems and integrated circuits
must engineer their products for immunity to pulsed EMI. The Company's
products are used by these customers primarily for product development,
design verification, and quality assurance, enabling them to meet higher
levels of product performance, reliability, and safety, and to meet
increasingly stringent regulatory requirements, including a European Union
(EU) directive that took effect on January 1, 1996.
Thermo Voltek instruments that test products for immunity to pulsed
EMI fall into two main categories: (1) equipment to test electronic
products such as computers and (2) equipment to test individual electronic
components such as integrated circuits. This subsidiary's products also
test for immunity to certain types of power quality failure, which include
voltage swells, dips, and interruptions on power lines.
On March 1, 1995, as part of its strategy to address additional
segments of the EMC testing market, Thermo Voltek acquired substantially
all of the assets, subject to certain liabilities, of Kalmus Engineering
Incorporated (Kalmus), a manufacturer of radio frequency (RF) power
amplifiers. RF power amplifiers are used to test products for immunity to
conducted and radiated RF interference, another form of electromagnetic
interference, and are purchased by many of the same customers that purchase
Thermo Voltek's pulsed EMI testing products. In addition, RF power
amplifiers are used in a variety of laboratory and test applications where
precise control over power level and frequency are required; in medical
imaging applications; and in wireless communications applications, such as
in cellular telephone systems, wireless wide area networks (WANs) and local
area networks (LANs), and mobile data communications.
Through Thermo Voltek's Comtest subsidiary, the Company provides
EMC-consulting and systems-integration services, acts as distributor of a
broad range of EMC-testing products, and manufactures specialized power
supplies for use in telecommunications equipment.
During 1995, 1994, and 1993, the Company derived revenues of $31.6
million, $19.0 million, and $13.2 million, respectively, from electronic
test instruments.
High-voltage Systems. Through Thermo Voltek's Universal Voltronics
division, the Company designs, manufactures, and markets high-voltage power
conversion systems, modulators, fast-response protection systems, and
related high-voltage equipment for industrial, medical, and environmental
processes, and defense and scientific research applications. These systems
transform utility-supplied voltage and current into the high voltage or
current required by the user and allow precise control over the performance
level desired for each application. The Company's systems produce power
ranging from 1,000 to 1,000,000 volts, and range in size from small systems
6PAGE
used in benchtop instruments to room-sized systems used in scientific
research applications.
The Company currently sells products on an OEM (original equipment
manufacturer) basis for use in commercial applications, which include
electrostatic coating and separation, industrial and medical lasers, and
electron-beam applications. In addition, the Company has developed
high-voltage power supplies for microwave-driven light sources used to test
projection televisions during the manufacturing process.
Biomedical Products
Left Ventricular-assist Systems. The Company, through its Thermo
Cardiosystems subsidiary, has developed two versions of its LVAS: an
implantable pneumatic (IP), or air-driven system that can be controlled by
either a bedside or portable console and an electric system that features
an internal electric motor powered by an external battery pack worn by the
patient. These devices are designed to perform substantially all or part of
the pumping function of the left ventricle of the natural heart for
patients suffering from cardiovascular disease. Both of the Company's
systems employ the Company's HeartMate(R) blood pump and are designed for
long-term use. This pump incorporates proprietary technological advances in
biological compatibility that distinguish it from other competitive
devices, including proprietary textured linings that can significantly
reduce the likelihood of blood clots that can lead to strokes.
Unlike a total artificial heart system, which requires removal of the
natural heart, the LVAS allows the natural heart to remain in place and
assists the heart when it is unable to provide sufficient cardiac function
to maintain life. This approach provides the advantage of leaving in place
certain biological control mechanisms and also provides the important
psychological advantage of not removing the organ.
IP LVAS. The Company announced in October 1994, that the IP LVAS
system had been approved by the FDA for commercial sale for use as a
bridge-to-transplant. This approval allows the Company to sell the IP LVAS
to any of the nearly 900 cardiac surgery centers in the United States. In
April 1994, the Company received the European Conformity Mark (CE Mark),
which allows commercial sale of the air-driven LVAS in all European
Community countries. The IP LVAS is intended as a bridge-to-transplant for
patients awaiting heart transplantation. In the IP LVAS, the HeartMate
blood pump is coupled to an external console connected to the body by a
tube. The Company has also developed the HeartPak(TM), a lightweight
portable console that can be carried over the shoulder. The portable
console received the CE Mark for commercial sale in European Community
countries in February 1995. In July 1995, the FDA approved the beginning of
Phase I clinical trials of the HeartPak portable pneumatic driver. Phase I
of the study will evaluate the safety of the system in the hospital; Phase
II will evaluate the system in the home environment.
To date, more than 500 patients have been supported by the IP LVAS
prior to transplantation, including one patient who was supported for 390
days. There are currently approximately 60 cardiac surgery centers in the
United States that offer the Company's IP LVAS to patients. In addition,
Thermo Cardiosystems is working with nearly 30 cardiac sites in such
countries as the United Kingdom, Germany, Sweden, Japan, the Netherlands,
France, Italy, and Belgium. In November 1995, the U.S. Health Care Finance
Administration (HCFA) issued a decision that extends Medicare coverage to
7PAGE
Thermo Cardiosystems' IP LVAS. Several major nongovernment insurers,
including Blue Cross/Blue Shield of Connecticut, Aetna Life & Casualty
Company (Aetna) and the health maintenance organization (HMO) U.S.
Healthcare, have already agreed to offer coverage for the IP LVAS.
Additional insurers are reviewing the clinical results with the device, and
additional coverage decisions will be forthcoming.
Electric LVAS. The Company has also developed an electric LVAS that
uses the HeartMate blood pump driven by an internal electric motor mounted
in the blood pump housing. The system is connected to an external battery
pack by wires that exit the body, allowing the patient complete mobility.
In early 1991, the Company received an investigational device
exemption (IDE) from the FDA allowing the Company to begin clinical studies
of the electric LVAS. This IDE is being restructured as a two-phase study
to evaluate the electric system for safety in the hospital and home
environment. The efficacy of the HeartMate blood-contacting components,
common to both the air-driven and electric devices, has already been
established, thereby reducing the complexity level for testing of the
Company's electric LVAS. To date, 18 clinical sites have been approved by
the FDA and more than 70 implants have been performed, including one
implant that supported a patient for 416 days prior to transplant. In April
1993, the FDA granted approval to allow patients with an electric LVAS to
be discharged from the hospital with their physician's approval, improving
quality of life and reducing substantial costs associated with extended
hospital stays. The electric LVAS may not be sold commercially in the U.S.
until it has received approval from the FDA. In December 1995, the FDA
approved the protocol for conducting clinical trials of the electric LVAS
as an alternative to heart transplant. The trial is expected to compare the
results of approved patients using the device to a similar number using
drug therapy. In August 1995, the electric LVAS was awarded the CE Mark,
allowing commercial sale of this system in all European Community
countries. The electric system is used as a bridge-to-transplant in the
U.S. and Europe, and is also implanted as an alternative to heart
transplant in Europe.
Medical Grade Polymers and Enteral Nutrition-Delivery Systems. The
Company's research relating principally to the development of its LVAS has
resulted in the development of proprietary medical-grade plastics marketed
under the names Tecoflex(R) and Tecothane(R). Tecoflex and Tecothane are
thermoplastic polyurethanes used in medical disposables and industrial
products. The Company sells Tecoflex and Tecothane in bulk form for
fabrication by the customer, and the Company also extrudes precision tubing
to customer specifications. Tecoflex and Tecothane can be custom-fabricated
to a variety of shape, size, hardness, color, and opacity specifications.
Tecoflex and Tecothane are used by medical-products companies to
fabricate products such as catheters and tubing for drug-delivery systems,
enteral nutrition-delivery systems, fluid transfer systems, and diagnostic
devices. In addition, due to the strength, weather resistance, and optical
clarity of these polyurethanes, they are used by industrial customers for
aerospace and safety glass applications.
The Company introduced Scent Seal fragrance samplers, which were
developed from the Company's polymer technology, in 1993. Scent Seal
fragrance samplers are used to hermetically seal a fragrance rendition in
perfume advertisements for magazines, and are an alternative to commonly
used fragrance strips.
8PAGE
In June 1995, Thermedics entered into an agreement granting Arcade,
Inc., the leading manufacturer of scent-sampling products, an exclusive,
worldwide license to manufacture and distribute the Company's fragrance
samplers under Thermedics' patents and know-how. The license arrangement
follows the termination of Thermedics' exclusive marketing agreement with
Scent Seal, Inc., and the acquisition of Scent Seal, Inc. by Arcade. Under
the license agreement, Arcade pays royalties to Thermedics on licensed
fragrance samplers sold by Arcade, and Thermedics continues to provide the
polymer gels needed to produce the fragrance samplers. Arcade pays
Thermedics royalties of approximately five percent of revenues from the
licensed samplers, with minimum annual royalty payments required to
maintain an exclusive license.
The Company's Corpak Inc. (Corpak) subsidiary designs, manufactures,
and markets enteral feeding systems that introduce special nutritional
solutions into the stomach or the small intestine through tubes entering
the nose or stomach. Enteral therapy is used for patients who are unable to
feed themselves but who do not require parenteral (intravenous) feeding.
Corpak's products include bags for nutritional fluids, delivery pumps,
associated pump sets that hook up to the pumps, and feeding tubes. In
addition, Corpak markets a range of enteral feeding supplements.
(ii) New Products
The Company's business includes the development and introduction of
new products in the following categories: precision measurement and
inspection equipment, process detection instruments, security instruments,
electronic test instruments, high-voltage systems, left ventricular-assist
systems, and biomaterials. The Company also develops electrochemistry,
microweighing, and other laboratory instruments through its recently
acquired Orion subsidiary.
(iii) Raw Materials
The Company has a number of sole-source suppliers. A number of the
components of the Company's EMC-testing products are supplied by
sole-source vendors. The Company also relies upon one supplier as a sole
source of one of the chemical components used in the manufacture of one of
its polyurethanes. To date, the Company has experienced no difficulties in
obtaining these materials and components.
The Company relies on a number of custom-designed components and
materials supplied by other companies to manufacture its LVAS, most of
which are available from a large number of suppliers. These suppliers, in
turn, rely on one or two basic raw materials. In 1992, two major
manufacturers, E.& M. DuPont de Nemours & Co. (DuPont) and Dow Corning
(Dow), decided to phase out or eliminate their supply of raw materials for
implantable medical devices. These withdrawals have affected the
availability of several components and materials the Company uses in its
products.
The Company has developed and received FDA approval for the use of one
alternative material, and is in the process of qualifying certain other
alternative materials or developing alternative sources for the materials
no longer supplied by Dow and Dupont. While the Company believes that it
has adequate supplies of materials to meet demand for the LVAS for the
foreseeable future, no assurance can be given that the Company will not
experience shortages of certain materials in the future that could delay
shipments of the LVAS.
9PAGE
The Company currently expects to spend approximately $2,000,000 on
research, development, and the equipment necessary to test and obtain FDA
approval for new alternative materials, approximately $1,390,000 of which
has been spent to date. However, the cost to the Company to evaluate and
test alternative materials and the time necessary to obtain FDA approval
for these materials are inherently difficult to determine because both time
and cost are dependent on at least two factors: the similarity of the
alternative material to the original material, and the amount of
third-party testing that may have already been completed on alternative
materials.
The Company does not expect that the introduction of alternative
materials will adversely affect clinical trials of the electric LVAS. There
can be no assurance, however, that the substitution of these materials will
not cause delays in the Company's LVAS development program.
(iv) Patents, Licenses and Trademarks
The Company considers its intellectual property important in the
operation and growth of its business, and its policy is to protect this
property through patents, license and confidentiality agreements,
trademarks, and trade secret protection. The Company applies for and
maintains patents in the U.S. and in foreign countries, particularly in the
areas of biomedical materials, medical products, and analytical
instruments. Although some of these patent rights may provide the Company
with a competitive advantage, the Company primarily relies on its know-how
and trade secrets. In April 1995, Thermo Cardiosystems received
correspondence from a third party alleging that the textured surface of the
LVAS housing infringed certain patent rights of such third party. Thermo
Cardiosystems had previously received similar correspondence from this
third party but had not received any communication for more than three
years. In its April 1995 communication, the third party offered Thermo
Cardiosystems a license, which Thermo Cardiosystems has elected not to
accept. Although Thermo Cardiosystems has not received any communication
since April 1995 and believes that it has adequate defenses to the claims
of the third party, due to the inherent uncertainty of litigation, no
assurance can be made that Thermo Cardiosystems would be successful were
any litigation to be commenced.
The Company also has certain licenses to the technology resulting from
its customer-sponsored development of a high-speed detection system for
product quality assurance. The patents and agreements of the Company have
varying lives ranging from one year to approximately 20 years, and the
Company does not believe that the expiration or termination of any one of
these patents or agreements would materially affect the Company's business.
(v) Seasonal Influences
There are no significant seasonal influences on the Company's sales of
products and services.
(vi) Working Capital Requirements
There are no special inventory requirements or credit terms extended
to customers that would have a material adverse effect on the Company's
working capital.
10PAGE
(vii) Dependency on a Single Customer
No customer represented 10% or more of the Company's total revenues in
1995. The Company derived 21% and 43% of its total revenues in 1994 and
1993, respectively, from The Coca-Cola Company and its affiliates. The
Company derived 5% of its total revenues in 1994 from Scent Seal Inc.,
which represented 23% of the Biomedical Products segment revenues.
(viii) Backlog
The Company's backlog of firm orders at year-end 1995 and 1994 was as
follows:
(In thousands) 1995 1994
------------------------------------------------------------------------
Instruments and Other Equipment $31,800 $26,200
Biomedical Products 2,200 3,700
------- -------
$34,000 $29,900
======= =======
The Company anticipates that substantially all of the backlog at the
end of 1995 will be shipped or completed during fiscal 1996.
(ix) Government Contracts
Not applicable.
(x) Competition
In general, the Company competes with other entities on the basis of
technological advances, particularly with respect to the Company's work in
analytical instruments and biomedical devices.
Instruments and Other Equipment
Precision Weighing and Inspection Equipment. The Company's Thermo
Sentron subsidiary competes with several international and regional
companies in the market for its products. Thermo Sentron's competitors in
the packaged goods market differ from those in the bulk materials market.
The principal competitive factors in both markets are customer service and
support, quality, reliability, and price.
Laboratory Products. The Company's Orion division competes with
several international companies. In the markets for the products made by
its Orion division, the Company competes on the basis of performance,
service, technology, and price.
Process Detection Instruments. The Company's product quality assurance
systems compete with chemical-detection systems manufactured by several
companies using similar technology as well as other technologies and
processes for product quality assurance. Competition in the markets for all
of the Company's detection products is based primarily on performance,
service, and price.
11PAGE
Security Instruments. In the security instruments market, the Company
competes with a small number of companies that include makers of other
chemical-detection instruments as well as enhanced X-ray detectors. Since
the Federal Aviation Administration (FAA) has not required that U.S.
airports and airlines buy advanced explosives-detection equipment, the
Company has not sold any EGIS systems to U.S. airlines. The Company
believes that the companies, if any, whose devices are required by the FAA
will have a substantial competitive advantage in the United States. In
December 1994, the FAA approved the use of an X-ray imaging system
developed by InVision Technologies in Foster City, California, indicating
that the FAA is currently focusing its attention on X-ray technology.
Electronic Test Instruments. The Company is a leading supplier of
pulsed EMI testing equipment. The Company estimates that there are
approximately 15 companies worldwide that independently manufacture and
market pulsed EMI test equipment for electronic products and approximately
10 companies that independently manufacture and market component-
reliability test equipment. The Company competes in this market primarily
on the basis of performance, technical expertise, and reputation.
In the market for RF power amplifiers, the Company competes with
approximately five companies worldwide. Competition in this market is based
primarily on the basis of technical expertise, reputation, and price.
High-voltage Systems. The Company estimates that there are
approximately 20 companies that independently manufacture and market
high-voltage power supply systems of the general type manufactured and
marketed by Thermo Voltek. Thermo Voltek competes for both contract and
commercial sales primarily on the basis of technical expertise, product
performance, and reputation. Substantially all of Thermo Voltek's contract
and commercial revenues are subject to intense competitive bidding.
Biomedical Products
Left Ventricular-assist Systems. The Company is aware of one other
company that has submitted a PMA application with the FDA for an
implantable LVAS. The Company is unaware whether this PMA application has
been accepted for filing by the FDA. Also, the Company is aware of one
other company that has received approval by the FDA Advisory Panel on
Circulatory System Devices and subsequent commercial approval for its
cardiac-assist device. This is an external device that is positioned on the
outside of the patient's chest and is intended for short-term use in the
hospital environment. In addition, the Company is aware that a total
artificial heart is currently undergoing clinical trials. The requirement
of obtaining FDA approval for commercial sale of an LVAS is a significant
barrier to entry into the U.S. market for these devices. There can be no
assurance, however, that FDA regulations will not change in the future,
reducing the time and testing required for others to obtain FDA approval
for commercial sale. In addition, other research groups and companies, some
of which have significantly greater resources than those of the Company,
are developing cardiac systems using alternative technologies or concepts,
one or more of which might prove functionally equivalent to or more
suitable than the Company's systems. Among products that have been approved
for commercial sale, the Company competes primarily on the basis of
performance, service capability, and price. Competition in the market for
medical devices is also significantly affected by the reimbursement
policies of government and private insurers. Any product for which
12PAGE
reimbursement is not available from such third party payors will be at a
significant competitive disadvantage. In November 1995, the HCFA issued a
decision that extends Medicare Coverage to the IP LVAS. Several major
health insurers, including Aetna and U.S. Healthcare, have agreed to offer
coverage for the IP LVAS, while many others are reimbursing on a
case-by-case basis.
Medical Grade Polymers and Enteral Nutrition-Delivery Systems. In the
market for medical-grade polymers and enteral nutrition-delivery systems,
the Company competes primarily with large pharmaceutical, medical device,
and chemical companies, many of which have substantially greater financial,
technical, and human resources than those of the Company. Competition
within these markets is intense, and is based primarily on price, efficacy,
and technological advances.
(xi) Research and Development
The Company maintains a research and development capability to support
its existing products and to develop new products. A number of programs are
under way, funded by the Company solely or jointly with an outside company.
These programs include development of new products to perform substantially
all or part of the pumping function of the left ventricle of the natural
heart, process detection and security instruments, electronic test
instruments, and high-voltage power supply products. The Company also
develops new grades of polymers to meet specific customer requirements for
industrial and medical applications.
During 1995, 1994, and 1993, the Company expended $11,087,000,
$10,445,000, and $6,434,000, respectively, on internally sponsored research
and development programs, and $3,125,000, $1,702,000, and $2,702,000,
respectively, on research and development programs sponsored by others. At
December 30, 1995, 169 professional employees were engaged full-time in
research and development activities.
(xii) Environmental Protection Regulations
The Company believes that compliance by the Company with federal,
state, and local environmental regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.
(xiii) Number of Employees
As of December 30, 1995, the Company's Instruments and Other Equipment
and Biomedical Products segments employed 1,095 and 277 people,
respectively.
(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 14 to Consolidated Financial
Statements in the Registrant's 1995 Annual Report to Shareholders and is
incorporated herein by reference.
13PAGE
(e) Executive Officers of the Registrant
Present Title
Name Age (Year First Became Executive Officer)
-------------------- --- ------------------------------------
John W. Wood Jr. 52 President and Chief Executive
Officer (1984)
Victor L. Poirier 54 Senior Vice President (1983)
John T. Keiser 60 Senior Vice President (1994)
John N. Hatsopoulos* 61 Vice President and Chief Financial
Officer (1983)
David H. Fine 53 Vice President (1993)
Paul F. Kelleher 53 Chief Accounting Officer (1985)
* John N. Hatsopoulos, Chairman of the Company, and George N. Hatsopoulos,
a director of the Company, are brothers.
Each executive officer serves until his successor is chosen or
appointed and qualified or until earlier resignation, death, or removal.
All executive officers have held comparable positions for at least five
years either with the Company or with its parent company, Thermo Electron.
Mr. Keiser was appointed senior vice president of the Company in 1994, at
the same time he was named president of Thermo Biomedical, a newly created
subsidiary of Thermo Electron. From 1985 and until 1994, Mr. Keiser was
president of the Eberline Instrument division of Thermo Instrument Systems
Inc., a majority-owned public subsidiary of Thermo Electron. Messrs. Wood
and Fine are full-time employees of the Company. Messrs. Hatsopoulos and
Kelleher are full-time employees of Thermo Electron and Mr. Poirier is a
full-time employee of Thermo Cardiosystems, but they devote such time to
the affairs of the Company as the Company's needs reasonably require.
Item 2. Properties
The location and general character of the Company's properties by
industry segment as of December 30, 1995, are as follows:
Instruments and Other Equipment
The Company owns approximately 45,000, 9,500, and 13,800 square feet
of office, engineering, laboratory, and production space in New York,
Canada, and Scotland, respectively, and leases approximately 560,000 square
feet of office, engineering, laboratory, and production space principally
in Minnesota, Massachusetts, Italy, the Netherlands, and the United Kingdom
under leases expiring from 1996 to 2001.
Biomedical Products
The Company leases approximately 146,000 square feet of office,
engineering, laboratory, and production space in Illinois and Massachusetts
under leases expiring in 1996 and 2003, respectively.
The Company believes that its facilities are in good condition and are
adequate to meet its current needs and that other suitable space is readily
available if any of such leases are not extended.
14PAGE
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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, $.10 par value, and dividend policy are included
under the sections labeled "Common Stock Market Information" and "Dividend
Policy" in the Registrant's 1995 Annual Report to Shareholders and is
incorporated herein by reference.
Item 6. Selected Financial Data
Information concerning the Registrant's selected financial data is
included under the sections labeled "Selected Financial Information" and
"Dividend Policy" in the Registrant's 1995 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 1995 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 December 30,
1995, are included in the Registrant's 1995 Annual Report to Shareholders
and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Public Accountants on Accounting
and Financial Disclosure
Not applicable.
15PAGE
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 heading "Disclosure of Certain Late Filings" 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.
16PAGE
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
Certain 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.
On December 12, 1995, the Company filed a Current Report on Form
8-K pertaining to the acquisition of the Orion laboratory products
division of Analytical Technology, Inc. On February 14, 1996, the
Company filed an amendment on Form 8-K/A, the purpose of which was
to file the financial information required by Form 8-K concerning
this acquisition.
(c) Exhibits.
See Exhibit Index on the page immediately preceding exhibits.
17PAGE
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 by the undersigned, thereunto duly authorized.
Date: March 8, 1996 THERMEDICS INC.
By: John W. Wood Jr.
----------------
John W. Wood Jr.
President and 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, as of March 8, 1996.
Signature Title
--------- -----
By: John W. Wood Jr. President, Chief Executive Officer
--------------------- and Director
John W. Wood Jr.
By: John N. Hatsopoulos Chairman of the Board, Vice President,
--------------------- Chief Financial Officer and Director
John N. Hatsopoulos
By: Paul F. Kelleher Chief Accounting Officer
---------------------
Paul F. Kelleher
By: Peter O. Crisp Director
---------------------
Peter O. Crisp
By: Paul F. Ferrari Director
---------------------
Paul F. Ferrari
By: George N. Hatsopoulos Director
---------------------
George N. Hatsopoulos
By: Robert C. Howard Director
---------------------
Robert C. Howard
By: Arvin H. Smith Director
---------------------
Arvin H. Smith
By: Nicholas T. Zervas Director
---------------------
Nicholas T. Zervas
18PAGE
Report of Independent Public Accountants
----------------------------------------
To the Shareholders and Board of Directors of Thermedics Inc.:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermedics
Inc.'s Annual Report to Shareholders incorporated by reference in this Form
10-K, and have issued our report thereon dated February 7, 1996 (except
with respect to the matters discussed in Note 15 as to which the date is
February 9, 1996). 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 17 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. The 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 7, 1996
19PAGE
SCHEDULE II
THERMEDICS INC.
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Additions Deductions
----------------------------- ----------
Balance at Charged to Accounts Balance
Beginning Costs and Accounts Written at End
Description of Year Expenses Other(a) Recovered Off of Year
- ------------------- ---------- ---------- ------- --------- -------- --------
Year Ended
December 30, 1995
Allowance for
Doubtful Accounts $ 3,640 $ 689 $ 365 $ 2 $ (714) $ 3,982
Year Ended
December 31, 1994
Allowance for
Doubtful Accounts $ 944 $ 1,190 $ 2,717 $ 60 $(1,271) $ 3,640
Year Ended
January 1, 1994
Allowance for
Doubtful Accounts $ 769 $ 92 $ 141 $ 133 $ (191) $ 944
(a) Includes allowance of businesses acquired during the year as described in
Note 3 to Consolidated Financial Statements in the Registrant's 1995
Annual Report to Shareholders and foreign currency translation adjustment.
20PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
2.1 Asset and Stock Purchase Agreement dated as of January 28,
1994 between Thermo Electron Corporation and Baker Hughes
Incorporated (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K relating to events occurring on
March 16, 1994 [File No. 1-9567] and incorporated herein by
reference).
2.2 Assignment and Assumption Agreement dated March 16, 1994
among Thermo Electron Corporation, the Registrant, and
Thermo Instrument Systems Inc. (filed as Exhibit 2.2 to the
Registrant's Current Report on Form 8-K relating to events
occurring on March 16, 1994 [File No. 1-9567] and
incorporated herein by reference).
2.3 Agreement and Plan of Merger dated as of November 29, 1995,
by and among the Registrant, ATI Merger Corp., Analytical
Technology, Inc., and, for certain limited purposes, Thermo
Instrument Systems Inc. (filed as Exhibit 2 to the
Registrant's Current Report on Form 8-K relating to events
occurring on November 29, 1995 [File No. 1-9567] and
incorporated herein by reference).
2.4 Asset and Share Purchase Agreement dated as of November 29,
1995, by and among Thermo Instrument Systems Inc., ATI
Acquisition Corp., Analytical Technology, Inc., and, for
certain limited purposes, the Registrant (filed as Exhibit
10(a) to the Registrant's Current Report on Form 8-K
relating to events occurring on November 29, 1995 [File No.
1-9567] and incorporated herein by reference).
2.5 Asset Purchase Agreement dated as of January 25, 1996 among
Thermedics Detection Limited, Moisture Systems Corporation,
Moisture Systems Limited and Anacon Corporation. Schedules
to this Agreement have been omitted pursuant to Rule 601(b)
(2) of Regulation S-K. The Registrant hereby undertakes to
furnish supplementally a copy of any omitted schedule to the
Commission upon request.
3.1 Articles of Organization (filed as Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988 [File No. 1-9567] and incorporated
herein by reference).
3.2 Amendment to Articles of Organization dated October 25, 1993
(filed as Exhibit 3(c) to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended October 2, 1993
[File No. 1-9567] and incorporated herein by reference).
3.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3(c) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 28, 1992 [File No.
1-9567] and incorporated herein by reference).
21PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
4.1 Fiscal Agency Agreement dated as of July 16, 1990, among the
Registrant, Thermo Electron Corporation, and Chemical Bank
as fiscal agent (filed as Exhibit B to the Registrant's
Current Report on Form 8-K relating to events occurring on
July 16, 1990 [File No. 1-9567] and incorporated herein by
reference).
4.2 Fiscal Agency Agreement dated January 5, 1994 among Thermo
Cardiosystems, Thermo Electron Corporation and Chemical Bank
(filed as Exhibit 4.11 to Thermo Cardiosystems' Annual
Report on Form 10-K for the fiscal year ended January 1,
1994 [File No. 1-10114] and incorporated herein by
reference).
4.3 Fiscal Agency Agreement dated November 19, 1993 among Thermo
Voltek, Thermo Electron Corporation and Chemical Bank (filed
as Exhibit 4.3 to Thermo Voltek's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 [File No. 1-10574]
and incorporated herein by reference).
4.4 Guarantee Reimbursement Agreement dated February 7, 1994
among Thermo Cardiosystems Inc., Thermo Voltek Corp., the
Registrant and Thermo Electron Corporation (filed as Exhibit
4.4 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994 [File No. 1-9567] and
incorporated herein by reference).
The Registrant hereby agrees, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K, to furnish to the
Commission upon request, a copy of each other instrument
with respect to other long-term debt of the Company or its
subsidiaries.
10.1 Amended and Restated Corporate Services Agreement between
Thermo Electron Corporation and the Registrant dated as of
January 3, 1993 (filed as Exhibit 10(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January
2, 1993 [File No. 1-9567] and incorporated herein by
reference).
10.2 Lease dated November 1983, between WGO Limited Partnership,
as Lessor, and the Registrant, as Lessee (filed as Exhibit
10(l) to the Registrant's Registration Statement on Form S-1
[Reg. No. 2-96962] and incorporated herein by reference;
amendments thereto filed as Exhibit 10(l) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988 [File No. 1-9567] and incorporated
herein by reference).
10.3 Thermo Electron Corporate Charter as amended and restated
effective January 3, 1993 (filed as Exhibit 10(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993 [File No. 1-9567] and incorporated
herein by reference).
22PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.4 Lease dated August 25, 1978 between National Boulevard Bank
of Chicago and Walpak Company (filed as Exhibit 10(p) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988 [File No. 1-9567] and incorporated
herein by reference).
10.5 Exclusive Base Technology License Agreement between Thermo
Electron and the Registrant dated January 8, 1988 (filed as
Exhibit 10(q) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended April 2, 1988 [File No.
1-9567] and incorporated herein by reference).
10.6 Research and Development Contract between Thermo Electron
and the Registrant dated January 8, 1988 (filed as Exhibit
10(r) to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 2, 1988 [File No. 1-9567] and
incorporated herein by reference).
10.7 Exclusive License and Marketing Agreement between Thermo
Electron and the Registrant dated January 8, 1988 (filed as
Exhibit 10(s) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended April 2, 1988 [File No.
1-9567] and incorporated herein by reference).
10.8 Intellectual Property Cross-license Agreement between the
Registrant and Thermo Cardiosystems Inc. (filed as Exhibit
10(i) to Thermo Cardiosystems' Registration Statement on
Form S-1 [Reg. No. 33-25144] and incorporated herein by
reference).
10.9 Amendment No. 1 dated March 29, 1991 to Exclusive License
and Marketing Agreement between the Registrant and Thermo
Electron Corporation (filed as Exhibit 10(r) to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 30, 1991 [File No. 1-9567] and
incorporated herein by reference).
10.10 Management Agreement by and between Thermo Electron and the
Registrant dated November 15, 1991 (filed as Exhibit 10(t)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991 [File No. 1-9567] and
incorporated herein by reference).
10.11 Sublease dated June 1, 1993, between Apollo Computer, Inc.,
as Sublessor, Thermedics Detection Inc., as Subleasee, and
Trustees of 220 Mill Road Trust, as Master Lessor (filed as
Exhibit 10(ll) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended July 3, 1993 [File No.
1-9567] and incorporated herein by reference).
23PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.12 Agreement dated May 26, 1993 between Thermo Cardiosystems
Inc. and The Polymer Technology Group, Incorporated (filed
as Exhibit 10(nn) to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 3, 1993 [File
No. 1-9567] and incorporated herein by reference).
10.13 Lease Agreement dated August 2, 1993 between Comtest Invest
B.V. and Comtest Instrumentation B.V. (filed as Exhibit 10.6
to Thermo Voltek's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-10576] and
incorporated herein by reference).
10.14 Master Repurchase Agreement dated January 1, 1994 between
the Registrant and Thermo Electron Corporation (filed as
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 [File No. 1-9567]
and incorporated herein by reference).
10.15 $38,000,000 Promissory Note dated as of December 11, 1995
issued by the Registrant to Thermo Electron Corporation
(filed as Exhibit 10(b) to the Registrant's Current Report
on Form 8-K relating to events occurring on November 29,
1995 [File No. 1-9567] and incorporated herein by
reference).
10.16-17 Reserved.
10.18 Incentive Stock Option Plan of the Registrant (filed as
Exhibit 10(d) to the Registrant's Registration Statement on
Form S-1 [Reg. No. 33-84380] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Registrant's Nonqualified
Stock Option Plan is 1,931,923 shares, after adjustment to
reflect share increases approved in 1986 and 1992, 5-for-4
stock split effected in January 1985, 4-for-3 stock split
effected in September 1985 and 3-for-2 stock splits effected
in October 1986 and November 1993).
10.19 Nonqualified Stock Option Plan of the Registrant (filed as
Exhibit 10(e) to the Registrant's Registration Statement on
Form S-1 [Reg. No. 33-84380] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the Registrant's Incentive
Stock Option Plan is 1,931,923 shares, after adjustment to
reflect share increases approved in 1986 and 1992, 5-for-4
stock split effected in January 1985, 4-for-3 stock split
effected in September 1985 and 3-for-2 stock splits effected
in October 1986 and November 1993).
10.20 Directors Stock Option Plan of the Registrant (filed as
Exhibit 10.20 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 [File No.
1-9567] and incorporated herein by reference).
24PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.21 Deferred Compensation Plan for Directors of the Registrant
(filed as Exhibit 10(g) to the Registrant's Registration
Statement on Form S-1 [Reg. No. 33-96962] and incorporated
herein by reference).
10.22 Equity Incentive Plan of the Registrant (filed as Appendix A
to the Proxy Statement dated May 10, 1993 of the Registrant
[File No. 1-9567] and incorporated herein by reference).
(Maximum number of shares issuable is 1,500,000 shares,
after adjustment to reflect 3-for-2 stock split effected in
November 1993).
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 the
Registrant's parent, Thermo Electron Corporation, and its
subsidiaries, for services rendered to the Registrant or to
such affiliated corporations. Such plans are listed under
Exhibits 10.23 - 10.90.
10.23 Thermo Electron Corporation Incentive Stock Option Plan
(filed as Exhibit 4(d) to Thermo Electron's Registration
Statement on Form S-8 [Reg. No. 33-8993] and incorporated
herein by reference). (Maximum number of shares issuable in
the aggregate under this plan and the Thermo Electron
Nonqualified Stock Option Plan is 9,035,156 shares, after
adjustment to reflect share increases approved in 1984 and
1986, share decrease approved in 1989, and 3-for-2 stock
splits effected in October 1986, October 1993 and May 1995).
10.24 Thermo Electron Corporation Nonqualified Stock Option Plan
(filed as Exhibit 4(e) to Thermo Electron's Registration
Statement on Form S-8 [Reg. No. 33-8993] and incorporated
herein by reference). (Plan amended in 1984 to extend
expiration date to December 14, 1994; maximum number of
shares issuable in the aggregate under this plan and the
Thermo Electron Incentive Stock Option Plan is 9,035,156
shares, after adjustment to reflect share increases approved
in 1984 and 1986, share decrease approved in 1989, and
3-for-2 stock splits effected in October 1986, October 1993
and May 1995).
10.25 Thermo Electron Corporation Equity Incentive Plan (filed as
Exhibit 10.1 to Thermo Electron's Quarterly Report on Form
10-Q for the quarter ended July 2, 1994 [File No. 1-8002]
and incorporated herein by reference). (Plan amended in 1989
to restrict exercise price for SEC reporting persons to not
less than 50% of fair market value or par value; maximum
number of shares issuable is 7,050,000 shares, after
adjustment to reflect 3-for-2 stock splits effected in
October 1993 and May 1995 and share increase approved in
1994).
25PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.26 Thermo Electron Corporation - Thermedics Inc. Nonqualified
Stock Option Plan (filed as Exhibit 4 to a Registration
Statement on Form S-8 of Thermedics Inc. [Reg. No. 2-93747]
and incorporated herein by reference). (Maximum number of
shares issuable is 450,000 shares, after adjustment to
reflect share increase approved in 1988, 5-for-4 stock split
effected in January 1985, 4-for-3 stock split effected in
September 1985, and 3-for-2 stock splits effected in October
1986 and November 1993).
10.27 Thermo Electron Corporation - Thermo Instrument Systems Inc.
(formerly Thermo Environmental Corporation) Nonqualified
Stock Option Plan (filed as Exhibit 4(c) to a Registration
Statement on Form S-8 of Thermo Instrument [Reg. No.
33-8034] and incorporated herein by reference). (Maximum
number of shares issuable is 421,875 shares, after
adjustment to reflect 3-for-2 stock splits effected in July
1993 and April 1995 and 5-for-4 stock splits effected in
December 1995).
10.28 Thermo Electron Corporation - Thermo Instrument Systems Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.12 to
Thermo Electron's Annual Report on Form 10-K for the fiscal
year ended January 3, 1987 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of shares
issuable is 600,285 shares, after adjustment to reflect
share increase approved in 1988, 3-for-2 stock splits
effected in January 1988, July 1993 and April 1995 and
5-for-4 stock split effected in December 1995).
10.29 Thermo Electron Corporation - Thermo TerraTech Inc.
(formerly Thermo Process Systems Inc.) Nonqualified Stock
Option Plan (filed as Exhibit 10.13 to Thermo Electron's
Annual Report on Form 10-K for the fiscal year ended January
3, 1987 [File No. 1-8002] and incorporated herein by
reference). (Maximum number of shares issuable is 108,000
shares, after adjustment to reflect 6-for-5 stock splits
effected in July 1988 and March 1989 and 3-for-2 stock split
effected in September 1989).
10.30 Thermo Electron Corporation - Thermo Power Corporation
(formerly Tecogen Inc.) Nonqualified Stock Option Plan
(filed as Exhibit 10.14 to Thermo Electron's Annual Report
on Form 10-K for the fiscal year ended January 3, 1987 [File
No. 1-8002] and incorporated herein by reference). (Amended
in September 1995 to extend the plan expiration date to
December 31, 2005).
26PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.31 Thermo Electron Corporation - Thermo Cardiosystems Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.11 to
Thermo Electron's Annual Report on Form 10-K for the fiscal
year ended December 29, 1990 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of shares
issuable is 130,500 shares, after adjustment to reflect
share increases approved in 1990 and 1992, 3-for-2 stock
split effected in January 1990, 5-for-4 stock split effected
in May 1990 and 2-for-1 stock split effected in November
1993).
10.32 Thermo Electron Corporation - Thermo Ecotek Corporation
(formerly Thermo Energy Systems Corporation) Nonqualified
Stock Option Plan (filed as Exhibit 10.12 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year
ended December 29, 1990 [File No. 1-8002] and incorporated
herein by reference).
10.33 Thermo Electron Corporation - ThermoTrex Corporation
(formerly Thermo Electron Technologies Corporation)
Nonqualified Stock Option Plan (filed as Exhibit 10.13 to
Thermo Electron's Annual Report on Form 10-K for the fiscal
year ended December 29, 1990 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of shares
issuable is 180,000 shares, after adjustment to reflect
3-for-2 stock split effected in October 1993).
10.34 Thermo Electron Corporation - Thermo Fibertek Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.14 to
Thermo Electron's Annual Report on Form 10-K for the fiscal
year ended December 28, 1991 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of shares
issuable is 600,000 shares, after adjustment to reflect
2-for-1 stock split effected in September 1992 and 3-for-2
stock split effected in September 1995).
10.35 Thermo Electron Corporation - Thermo Voltek Corp. (formerly
Universal Voltronics Corp.) Nonqualified Stock Option Plan
(filed as Exhibit 10.17 to Thermo Electron's Annual Report
on Form 10-K for the fiscal year ended January 2, 1993 [File
No. 1-8002] and incorporated herein by reference). (Maximum
number of shares issuable is 57,500 shares, after adjustment
to reflect 3-for-2 stock split effected in November 1993 and
share increase approved in September 1995).
10.36 Thermo Electron Corporation - Thermo BioAnalysis Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.31 to
Thermo Power's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 [File No. 1-10573] and
incorporated herein by reference).
27PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.37 Thermo Electron Corporation - ThermoLyte Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.32 to
Thermo Power's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 [File No. 1-10573] and
incorporated herein by reference).
10.38 Thermo Electron Corporation - Thermo Remediation Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.33 to
Thermo Power's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 [File No. 1-10573] and
incorporated herein by reference).
10.39 Thermo Electron Corporation - ThermoSpectra Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.34 to
Thermo Power's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 [File No. 1-10573] and
incorporated herein by reference).
10.40 Thermo Electron Corporation - ThermoLase Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.35 to
Thermo Power's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995 [File No. 1-10573] and
incorporated herein by reference).
10.41 Thermo Electron Corporation - ThermoQuest Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.41 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.42 Thermo Electron Corporation - Thermo Optek Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.42 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.43 Thermo Electron Corporation - Thermo Sentron Inc.
Nonqualified Stock Option Plan (filed as Exhibit 10.43 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.44 Thermo Electron Corporation - Trex Medical Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.44 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
28PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.45 Thermo Ecotek Corporation (formerly Thermo Energy Systems
Corporation) Incentive Stock Option Plan (filed as Exhibit
10.18 to Thermo Electron's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993 [File No. 1-8002] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the Thermo
Ecotek Nonqualified Stock Option Plan is 900,000 shares,
after adjustment to reflect share increase approved in
December 1993).
10.46 Thermo Ecotek Corporation (formerly Thermo Energy Systems
Corporation) Nonqualified Stock Option Plan (filed as
Exhibit 10.19 to Thermo Electron's Annual Report on Form
10-K for the fiscal year ended January 2, 1993 [File No.
1-8002] and incorporated herein by reference). (Maximum
number of shares issuable in the aggregate under this plan
and the Thermo Ecotek Incentive Stock Option Plan is 900,000
shares, after adjustment to reflect share increase approved
in December 1993).
10.47 Thermo Ecotek Corporation (formerly Thermo Energy Systems
Corporation) Equity Incentive Plan (filed as Exhibit 10.46
to Thermo TerraTech's (formerly Thermo Process') Annual
Report on Form 10-K for the fiscal year ended April 2, 1994
[File No. 1-9549] and incorporated herein by reference).
10.48 Thermedics Inc. - Thermedics Detection Inc. Nonqualified
Stock Option Plan (filed as Exhibit 10.20 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993 [File No. 1-8002] and incorporated
herein by reference).
10.49 Thermedics Inc. - Thermo Sentron Inc. Nonqualified Stock
Option Plan (filed as Exhibit 10.51 to Thermo Cardiosystems'
Annual Report on Form 10-K for the fiscal year ended
December 30, 1995 [File No. 1-10114] and incorporated herein
by reference).
10.50 Thermedics Detection Inc. Equity Incentive Plan (filed as
Exhibit 10.69 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 [File No.
1-9567] and incorporated herein by reference).
10.51 Thermo Cardiosystems Inc. Incentive Stock Option Plan (filed
as Exhibit 10(f) to Thermo Cardiosystems' Registration
Statement on Form S-1 [Reg. No. 33-25144] and incorporated
herein by reference). (Maximum number of shares issuable in
the aggregate under this plan and the Thermo Cardiosystems
Nonqualified Stock Option Plan is 1,143,750 shares, after
adjustment to reflect share increase approved in 1992,
3-for-2 stock split effected in January 1990, 5-for-4 stock
split effected in May 1990 and 2-for-1 stock split effected
in November 1993).
29PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.52 Thermo Cardiosystems Inc. Nonqualified Stock Option Plan
(filed as Exhibit 10(g) to Thermo Cardiosystems'
Registration Statement on Form S-1 [Reg. No. 33-25144] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the Thermo
Cardiosystems Incentive Stock Option Plan is 1,143,750
shares, after adjustment to reflect share increase approved
in 1992, 3-for-2 stock split effected in January 1990,
5-for-4 stock split effected in May 1990 and 2-for-1 stock
split effected in November 1993).
10.53 Thermo Cardiosystems Inc. Equity Incentive Plan (filed as
Attachment A to the Proxy Statement dated May 5, 1994 of
Thermo Cardiosystems [File No. 1-10114] and incorporated
herein by reference).
10.54 Thermo Voltek Corp. (formerly Universal Voltronics Corp.)
1985 Stock Option Plan (filed as Exhibit 10.14 to Thermo
Voltek'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
200,000 shares, after adjustment to reflect 1-for-3 reverse
stock split effected in November 1992 and 3-for-2 stock
split effected in November 1993).
10.55 Thermo Voltek Corp. (formerly Universal Voltronics Corp.)
1990 Stock Option Plan (filed as exhibit 10.2 to Thermo
Voltek's Annual Report on Form 10-K for the fiscal year
ended June 30, 1990 [File No. 1-10574] and incorporated
herein by reference). (Maximum number of shares issuable is
400,000 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 split effected in November
1993).
10.56 Thermo Voltek Corp. Equity Incentive Plan (filed as Exhibit
10.21 to Thermo Voltek's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 [File No. 1-10574] and
incorporated herein by reference).
10.57 Thermo Sentron Inc. Equity Incentive Plan (filed as Exhibit
10.57 to Thermo Cardiosystems' Annual Report on Form 10-K
for the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.58 Thermo Instrument Systems Inc. Incentive Stock Option Plan
(filed as Exhibit 10(c) to Thermo Instrument's Registration
Statement on Form S-1 [Reg. No. 33-6762] and incorporated
herein by reference). (Maximum number of shares issuable in
the aggregate under this plan and the Thermo Instrument
Nonqualified Stock Option Plan is 2,812,500 shares, after
adjustment to reflect share increase approved in 1990,
3-for-2 stock splits effected in January 1988, July 1993 and
April 1995 and 5-for-4 stock effected in December 1995).
30PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.59 Thermo Instrument Systems Inc. Nonqualified Stock Option
Plan (filed as Exhibit 10(d) to Thermo Instrument's
Registration Statement on Form S-1 [Reg. No. 33-6762] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the Thermo
Instrument Incentive Stock Option Plan is 2,812,500 shares,
after adjustment to reflect share increase approved in 1990,
3-for-2 stock splits effected in January 1988, July 1993 and
April 1995 and 5-for-4 stock split effected in December
1995).
10.60 Thermo Instrument Systems Inc. Equity Incentive Plan (filed
as Appendix A to the Proxy Statement dated April 27, 1993 of
Thermo Instrument [File No. 1-9786] and incorporated herein
by reference). (Maximum number of shares issuable is
4,031,250 shares, after adjustment to reflect share increase
approved in December 1993, 3-for-2 stock splits effected in
July 1993 and April 1995 and 5-for-4 stock split effected in
December 1995).
10.61 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Incentive Stock Option Plan
(filed as Exhibit 10(d) to Thermo Environmental's
Registration Statement on Form S-1 [Reg. No. 33-329] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the Thermo
Instrument (formerly Thermo Environmental) Nonqualified
Stock Option Plan is 1,160,156 shares, after adjustment to
reflect share increase approved in 1987, 3-for-2 stock
splits effected in July 1993 and April 1995 and 5-for-4
stock split effected in December 1995).
10.62 Thermo Instrument Systems Inc. (formerly Thermo
Environmental Corporation) Nonqualified Stock Option Plan
(filed as Exhibit 10(e) to Thermo Environmental's
Registration Statement on Form S-1 [Reg. No. 33-329] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the Thermo
Instrument (formerly Thermo Environmental) Incentive Stock
Option Plan is 1,160,156 shares, after adjustment to reflect
share increase approved in 1987, 3-for-2 stock splits
effected in July 1993 and April 1995 and 5-for-4 stock split
effected in December 1995).
10.63 Thermo Instrument Systems Inc. - ThermoSpectra Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.45 to
Thermo Power's Annual Report on Form 10-K for the fiscal
year ended October 1, 1994 [File No. 1-10573] and
incorporated herein by reference).
31PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.64 Thermo Instrument Systems Inc. - Thermo BioAnalysis
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.64 to Thermo Cardiosystems' Annual Report on Form 10-K
for the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.65 Thermo Instrument Systems Inc. - ThermoQuest Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.65 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.66 ThermoSpectra Corporation Equity Incentive Plan (filed as
Exhibit 10.59 to Thermo Power's Annual Report on Form 10-K
for the fiscal year ended October 1, 1994 [File No. 1-10573]
and incorporated herein by reference).
10.67 Thermo BioAnalysis Corporation Equity Incentive Plan (filed
as Exhibit 10.67 to Thermo Cardiosystems' Annual Report on
Form 10-K for the fiscal year ended December 30, 1995 [File
No. 1-10114] and incorporated herein by reference).
10.68 Thermo Optek Corporation Equity Incentive Plan (filed as
Exhibit 10.68 to Thermo Cardiosystems' Annual Report on Form
10-K for the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.69 ThermoQuest Corporation Equity Incentive Plan (filed as
Exhibit 10.69 to Thermo Cardiosystems' Annual Report on Form
10-K for the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.70 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Incentive Stock Option Plan (filed
as Exhibit 10(h) to ThermoTrex's Registration Statement on
Form S-1 [Reg. 33-40972] and incorporated herein by
reference). (Maximum number of shares issuable in the
aggregate under this plan and the ThermoTrex Nonqualified
Stock Option Plan is 1,945,000 shares, after adjustment to
reflect share increases approved in 1992 and 1993 and
3-for-2 stock split effected in October 1993).
10.71 ThermoTrex Corporation (formerly Thermo Electron
Technologies Corporation) Nonqualified Stock Option Plan
(filed as Exhibit 10(i) to ThermoTrex's Registration
Statement on Form S-1 [Reg. No. 33-40972] and incorporated
herein by reference). (Maximum number of shares issuable in
the aggregate under this plan and the ThermoTrex Incentive
Stock Option Plan is 1,945,000 shares, after adjustment to
reflect share increases approved in 1992 and 1993 and
3-for-2 stock split effected in October 1993).
32PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.72 ThermoTrex Corporation - ThermoLase Corporation (formerly
ThermoLase Inc.) Nonqualified Stock Option Plan (filed as
Exhibit 10.53 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 [File No. 1-9567]
and incorporated herein by reference).
10.73 ThermoTrex Corporation - Trex Medical Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.73 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.74 ThermoLase Corporation (formerly ThermoLase Inc.) Incentive
Stock Option Plan (filed as Exhibit 10.55 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 [File No. 1-9567] and incorporated
herein by reference). (Maximum number of shares issuable in
the aggregate under this plan and the ThermoLase
Nonqualified Stock Option Plan is 2,800,000 shares, after
adjustment to reflect share increase approved in 1993 and
2-for-1 stock splits effected in March 1994 and June 1995.)
10.75 ThermoLase Corporation (formerly ThermoLase Inc.)
Nonqualified Stock Option Plan (filed as Exhibit 10.54 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994 [File No. 1-9567] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the ThermoLase
Incentive Stock Option Plan is 2,800,000 shares, after
adjustment to reflect share increase approved in 1993 and
2-for-1 stock splits effected in March 1994 and June 1995).
10.76 ThermoLase Corporation Equity Incentive Plan (filed as
Exhibit 10.81 to Thermo TerraTech's (formerly Thermo
Process') Annual Report on Form 10-K for the fiscal year
ended April 1, 1995 [File No. 1-9549] and incorporated
herein by reference).
10.77 Trex Medical Corporation Equity Incentive Plan (filed as
Exhibit 10.77 to Thermo Cardiosystems' Annual Report on Form
10-K for the fiscal year ended December 30, 1995 [File No.
1-10114] and incorporated herein by reference).
10.78 Thermo Fibertek Inc. Incentive Stock Option Plan (filed as
Exhibit 10(k) to Thermo Fibertek's Registration Statement on
Form S-1 [Reg. No. 33-51172] and incorporated herein by
reference).
10.79 Thermo Fibertek Inc. Nonqualified Stock Option Plan (filed
as Exhibit 10(l) to Thermo Fibertek's Registration Statement
on Form S-1 [Reg. No. 33-51172] and incorporated herein by
reference).
33PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.80 Thermo Fibertek Inc. Equity Incentive Plan (filed as
Attachment A to the Proxy Statement dated May 3, 1994 of
Thermo Fibertek [File No. 1-11406] and incorporated herein
by reference).
10.81 Thermo Power Corporation (formerly Tecogen Inc.) Incentive
Stock Option Plan, as amended (filed as Exhibit 10(h) to
Thermo Power's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 1993 [File No. 1-10573] and
incorporated herein by reference). (Maximum number of shares
issuable in the aggregate under this plan and the Thermo
Power Nonqualified Stock Option Plan is 950,000 shares,
after adjustment to reflect share increases approved in
1990, 1992 and 1993).
10.82 Thermo Power Corporation (formerly Tecogen Inc.)
Nonqualified Stock Option Plan, as amended (filed as Exhibit
10(i) to Thermo Power's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 3, 1993 [File No. 1-10573]
and incorporated herein by reference). (Maximum number of
shares issuable in the aggregate under this plan and the
Thermo Power Incentive Stock Option Plan is 950,000 shares,
after adjustment to reflect share increases approved in
1990, 1992 and 1993).
10.83 Thermo Power Corporation Equity Incentive Plan (filed as
Exhibit 10.60 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 [File No. 1-9567]
and incorporated herein by reference).
10.84 Thermo Power Corporation - ThermoLyte Corporation
Nonqualified Stock Option Plan (filed as Exhibit 10.84 to
Thermo Cardiosystems' Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 [File No. 1-10114] and
incorporated herein by reference).
10.85 ThermoLyte Corporation Equity Incentive Plan (filed as
Exhibit 10.71 to Thermo Power's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995 [File No.
1-10573] and incorporated herein by reference).
10.86 Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
Incentive Stock Option Plan (filed as Exhibit 10(h) to
Thermo TerraTech's Registration Statement on Form S-1 [Reg.
No. 33-6763] and incorporated herein by reference). (Maximum
number of shares issuable in the aggregate under this plan
and the Thermo TerraTech Nonqualified Stock Option Plan is
1,850,000 shares, after adjustment to reflect share
increases approved in 1987, 1989 and 1992, 6-for-5 stock
splits effected in July 1988 and March 1989 and 3-for-2
stock split effected in September 1989).
34PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
10.87 Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
Nonqualified Stock Option Plan (filed as Exhibit 10(i) to
Thermo TerraTech's Registration Statement on Form S-1 [Reg.
No. 33-6763] and incorporated herein by reference).
(Maximum number of shares issuable in the aggregate under
this plan and the Thermo TerraTech Incentive Stock Option
Plan is 1,850,000 shares, after adjustment to reflect share
increases approved in 1987, 1989 and 1992, 6-for-5 stock
splits effected in July 1988 and March 1989 and 3-for-2
stock split effected in September 1989).
10.88 Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
Equity Incentive Plan (filed as Exhibit 10.63 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 [File No. 1-9567] and incorporated
herein by reference). (Maximum number of shares issuable is
1,750,000 shares, after adjustment to reflect share increase
approved in 1994).
10.89 Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.)
- Thermo Remediation Nonqualified Stock Option Plan (filed
as Exhibit 10(l) to Thermo TerraTech's Quarterly Report on
Form 10-Q for the fiscal quarter ended January 1, 1994 [File
No. 1-9549] and incorporated herein by reference).
10.90 Thermo Remediation Inc. Equity Incentive Plan (filed as
Exhibit 10.7 to Thermo Remediation's Registration Statement
on Form S-1 [Reg. No. 33-70544] and incorporated herein by
reference).
13 Annual Report to Shareholders for the year ended December
30, 1995 (only those portions incorporated herein by
reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.