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): May 24, 1996 ________________________________________ 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) PAGE Item 5. Other Events ------------ On May 24, 1996, Thermedics Inc. (the "Company") issued a press release, attached hereto as Exhibit 99, to announce that it has entered into an agreement to sell at par $55 million principal amount of its noninterest-bearing subordinated debentures due 2003 (the "Debentures"). The Debentures will be convertible into shares of the Company's common stock at an initial conversion price of $32.68. The Company also granted to the managers of the offering an over-allotment option to purchase an additional $10 million principal amount of the Debentures, which option has been exercised. Item 7. Financial Statements, Pro Forma Combined Condensed Financial ------------------------------------------------------------ Information and Exhibits ------------------------ (a) Financial Statements of Business Acquired: not applicable. (b) Pro Forma Combined Condensed Financial Information: not applicable. (c) Exhibits 99 Press Release of the Registrant, dated May 24, 1996. 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 29th day of May, 1996. THERMEDICS INC. By: /s/ Jonathan W. Painter ----------------------- Jonathan W. Painter Treasurer