SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
December 8, 1995
________________________________________
THERMO PROCESS SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9549 04-2925807
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
81 Wyman Street 02254
Waltham, Massachusetts (Zip Code)
(Address of principal executive offices)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 2. Acquisition or Disposition of Assets
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On December 8, 1995, Thermo Process Systems Inc., through its Thermo
Remediation Inc. subsidiary ("Thermo Remediation"), acquired all of the
issued and outstanding capital stock of Remediation Technologies, Inc.
("RETEC") for a combination of cash and securities having an aggregate
value of approximately $29.7 million. The purchase price consisted of
approximately $18.5 million in cash and units consisting of (i) 227,250
shares of Thermo Remediation's common stock and (ii) warrants to purchase
75,750 additional shares of Thermo Remediation's common stock at an
exercise price of $14.85 per share, such units having an aggregate value of
approximately $3.7 million. In addition, Thermo Remediation assumed
outstanding RETEC stock options and converted such options into options to
purchase up to 897,000 shares of Thermo Remediation's common stock. As
converted, such options have a weighted average exercise price of $4.24 per
share and were valued in the aggregate at approximately $7.5 million.
RETEC, based in Concord, Massachusetts, is an integrated environmental
services firm, with 15 offices nationwide, that focuses primarily on the
remediation of former and active industrial sites contaminated with organic
wastes and residues. RETEC recorded revenues of approximately $39 million
in the fiscal year ended December 31, 1994.
The acquisition was made pursuant to an Agreement and Plan of Merger
dated as of December 1, 1995 (the "Merger Agreement), among Thermo
Remediation, TRI Acquisition Inc., a wholly owned subsidiary of Thermo
Remediation ("Acquisition") and RETEC. Under the terms of the Merger
Agreement, which became effective on December 8, 1995, (i) Acquisition
merged with and into RETEC, (ii) outstanding shares of RETEC's common stock
were canceled and converted into the right to receive the purchase price,
(iii) each outstanding share of Acquisition's common stock was canceled and
converted into one share of the common stock of RETEC, and (iv) RETEC
became a wholly owned subsidiary of Thermo Remediation.
The consideration paid for RETEC was based on Thermo Remediation's
determination of the fair market value of RETEC's business, and the terms
of the merger agreement were determined by arms' length negotiation among
the parties.
Thermo Remediation has no present intention to use RETEC's assets for
purposes materially different from the purposes for which such assets were
used prior to the acquisition. However, Thermo Remediation will review
RETEC's business and assets, corporate structure, capitalization,
operations, properties, policies, management and personnel and, upon
completion of this review, may develop alternative plans or proposals,
including mergers, transfers of a material amount of assets or other
transactions or changes relating to such business.
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Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to February 21, 1996.
(b) Pro Forma Combined Condensed Financial Information: as it is
impracticable to file such information at this time, it will
be filed by amendment on or prior to February 21, 1996.
(c) Exhibits
2(a) Agreement and Plan of Merger dated as of the 1st day of
December, 1995, by and among Thermo Remediation Inc.,
TRI Acquisition Inc. and Remediation Technologies, Inc.
Schedules and exhibits to the agreement (each of which
are identified in the agreement) are omitted in
reliance on Rule 601(b)(2) of Regulation S-K. The
registrant hereby undertakes to furnish such schedules
and exhibits to the Commission supplementally upon
request.
2(b) Escrow Agreement dated as of the 1st day of December,
1995, by and among Thermo Remediation Inc., Robert W.
Dunlap and Thomas M. Zimmer, as Indemnification
Representatives, and State Street Bank & Trust Company,
as Escrow Agent.
2(c) Form of Non-Negotiable Common Stock Purchase Warrant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, on this 13th day of December,
1995.
THERMO PROCESS SYSTEMS INC.
By: /s/ John P. Appleton
John P. Appleton
President and Chief
Executive Officer
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