SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
METRIKA SYSTEMS CORPORATION
(Name of Subject Company)
METRIKA ACQUISITION INC.
(Offeror)
THERMO INSTRUMENT SYSTEMS INC.
(Offeror)
THERMO ELECTRON CORPORATION
(Offeror)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
CUSIP 59159M 10 6
(CUSIP Number of Class of Securities)
Seth H. Hoogasian, Esq.
General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
with a copy to:
Neil H. Aronson, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
CALCULATION OF FILING FEE
Transaction Valuation(1): $18,837,684 Amount of Filing Fee(2): $3,768
(1) For purposes of calculating fee only. This amount is based upon (a) the
maximum number of Shares to be purchased pursuant to the Offer and (b) the price
offered per Share.
(2) The amount of the filing fee, calculated in accordance with Regulation
240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of
one percent of the Transaction Valuation.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
SCHEDULE 13D INFORMATION
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thermo Electron Corporation
IRS No. 04-2209186
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2 (d) OR 2 (e) [ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 5,846,700
OWNED BY ------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH
0
------------------------------------
9. SOLE DISPOSITIVE POWER
5,846,700
------------------------------------
10. SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,846,700
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
This Tender Offer Statement on Schedule TO relates to the offer by Metrika
Acquisition Inc., a Delaware corporation (the "Purchaser") and a wholly-owned
subsidiary of Thermo Instrument Systems Inc., a Delaware corporation ("Thermo
Instrument"), to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Metrika Systems Corporation, a Delaware
corporation (the "Company"), at a purchase price of $9.00 per Share net to
the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 31, 2000 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit 12(a)(1),
and in the related Letter of Transmittal (which, together with the Offer to
Purchase, constitute the "Offer"), a copy of which is attached hereto as
Exhibit 12(a)(2). The information in the Offer to Purchase under the
captions "Summary", "Introduction", "The Company", "Special Factors", "The
Tender Offer", "Certain Federal Income Tax Consequences", "Price Range Of The
Shares; Dividends", "Certain Information Concerning The Company", "Certain
Information Concerning The Purchaser, Thermo Instrument And Thermo Electron",
"Source And Amount Of Funds", "The Merger; Appraisal Rights", "Fees And
Expenses" and "Miscellaneous" and Schedules I, II and III to the Offer to
Purchase are incorporated herein by reference as set forth below.
ITEM 1. SUMMARY TERM SHEET.
See the section of the Offer to Purchase captioned "Summary".
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Company".
(b) See the section of the Offer to Purchase captioned "Introduction".
(c) See the section of the Offer to Purchase captioned "Price Range Of
The Shares; Dividends".
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Purchaser, Thermo Instrument And Thermo
Electron" and Schedule I to the Offer to Purchase ("Members Of The
Boards Of Directors And Executive Officers Of The Purchaser, Thermo
Instrument And Thermo Electron").
(b) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Purchaser, Thermo Instrument And Thermo
Electron" and Schedule I to the Offer to Purchase ("Members Of The
Boards Of Directors And Executive Officers Of The Purchaser, Thermo
Instrument And Thermo Electron").
(c) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Purchaser, Thermo Instrument And Thermo
Electron" and Schedule I to the Offer to Purchase ("Members Of The
Boards Of Directors And Executive Officers Of The Purchaser, Thermo
Instrument And Thermo Electron").
ITEM 4. TERMS OF THE TRANSACTION.
(a) See the sections of the Offer to Purchase captioned "Summary",
"Introduction", "Special Factors - The Merger", "Special Factors -
Other Possible Purchases Of Shares", "Special Factors - Certain
Effects Of The Offer And The Merger", "The Tender Offer - Terms Of
The Offer; Expiration Date", "The Tender Offer - Acceptance For
Payment And Payment For Shares", "The Tender Offer - Procedures For
Accepting The Offer And Tendering Shares", "The Tender Offer -
Withdrawal Rights" and "Certain Federal Income Tax Consequences".
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) See the sections of the Offer to Purchase captioned "Special
Factors - Conflicts Of Interest - Executive Officers and Directors of
the Company" and "Certain Information Concerning The Purchaser, Thermo
Instrument And Thermo Electron - Certain Transactions" and Schedule I
to the Offer to Purchase ("Members Of The Boards Of Directors And
Executive Officers Of The Purchaser, Thermo Instrument And Thermo
Electron").
(b) See the sections of the Offer to Purchase captioned "Special
Factors - Background To The Offer And The Merger", "Special Factors -
Conduct Of The Company's Business After The Offer And The Merger",
"Certain Information Concerning The Purchaser, Thermo Instrument And
Thermo Electron - Certain Transactions" and Schedule II to the Offer
to Purchase ("Information Concerning Transactions In The Common Stock
Of The Company").
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c)(1)-(7) See the sections of the Offer to Purchase captioned
"Introduction", "Special Factors - Background To The Offer And The
Merger", "Special Factors - Reasons For The Offer And The Merger",
"Special Factors - The Merger", "Special Factors - Other Possible
Purchases Of Shares", "Special Factors - Certain Effects Of The Offer
And The Merger", "Special Factors - Conduct Of The Company's Business
After The Offer And The Merger", "Special Factors - Conduct Of The
Company's Business If The Offer Is Not Completed" and "The Merger;
Appraisal Rights".
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) See the section of the Offer to Purchase captioned
"Source And Amount Of Funds".
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) See the section of the Offer to Purchase captioned "Introduction"
and Schedule I to the Offer to Purchase ("Members Of The Boards Of
Directors And Executive Officers Of The Purchaser, Thermo Instrument
And Thermo Electron").
(b) See Schedule II to the Offer to Purchase ("Information Concerning
Transactions In The Common Stock Of The Company").
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) See the sections of the Offer to Purchase captioned "Introduction"
and "Fees And Expenses".
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Purchaser, Thermo Instrument and
Thermo Electron Corporation, a Delaware corporation ("Thermo
Electron"), are not material to the Offer.
(b) The pro forma financial statements of the Purchaser, Thermo
Instrument and Thermo Electron are not material to the Offer.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(a)(2) See the sections of the Offer to Purchase captioned
"Introduction", "The Tender Offer - Acceptance For Payment And Payment
For Shares" and "The Tender Offer - Certain Legal Matters; Regulatory
Approvals".
(a)(3) See the section of the Offer to Purchase captioned "The Tender
Offer - Certain Legal Matters; Regulatory Approvals".
(a)(4) See the section of the Offer to Purchase captioned "Special
Factors - Certain Effects Of The Offer And The Merger".
(a)(5) None.
(b) The information set forth in the Offer to Purchase and the Letter
of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated March 31, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Dealer Managers to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(6) Summary Advertisement as published on March 31, 2000.
(a)(7) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(8) Press Release issued by Thermo Instrument on January 31, 2000.
(a)(9) Press Release issued by Thermo Electron on January 31, 2000.
(a)(10) Press Release issued by Thermo Electron on March 6, 2000.
(a)(11) Press Release issued by Thermo Instrument on March 31, 2000.
(b) Loan Agreement dated as of March 1, 2000 between Thermo Electron
and Thermo Instrument.
(d) None.
(g) Slide Presentation of Thermo Electron to Financial Analysts.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(d) See the section of the Offer to Purchase captioned "Price
Range Of The Shares; Dividends".
(e) See the sections of the Offer to Purchase captioned "The
Company" and "Certain Information Concerning The Company".
(f) See Schedule II to the Offer to Purchase ("Information
Concerning Transactions In The Common Stock Of The Company").
Item 4. Terms of the Transaction.
(c) None.
(d) See the section of the Offer to Purchase captioned "The
Merger; Appraisal Rights" and Schedule III to the Offer to
Purchase ("Section 262 Of The Delaware General Corporation
Law").
(e) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Company".
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(c) See the sections of the Offer to Purchase captioned
"Introduction" and "Special Factors - Background To The Offer And
The Merger".
(e) See the sections of the Offer to Purchase captioned "Special
Factors - The Merger" and "Source And Amount Of Funds".
Item 6. Purposes of the Transaction and Plans or Proposals
(b) See the section of the Offer to Purchase captioned "Special
Factors - The Merger".
(c)(8) See the section of the Offer to Purchase captioned
"Special Factors - Certain Effects Of The Offer And The Merger".
Item 7. Purposes, Alternatives, Reasons and Effects.
(a), (b) and (c) See the sections of the Offer to Purchase
captioned "Introduction", "Special Factors - Background To The
Offer And The Merger", "Special Factors - Reasons For The Offer
And The Merger" and "Special Factors - Position Of Thermo
Instrument And Thermo Electron As To Fairness Of The Offer And
The Merger".
(d) See the sections of the Offer to Purchase captioned "Special
Factors - Certain Effects Of The Offer And The Merger", "Special
Factors - Conduct Of The Company's Business After The Offer And
The Merger", "Special Factors - Conduct Of The Company's Business
If The Offer Is Not Completed", "Certain Federal Income Tax
Consequences" and "The Merger; Appraisal Rights".
Item 8. Fairness of the Transaction.
(a), (b), (c), (d), (e) and (f) See the sections of the Offer to
Purchase captioned "Special Factors - Background To The Offer
And The Merger", "Special Factors - Position Of Thermo
Instrument And Thermo Electron As To Fairness Of The Offer
And The Merger", "Special Factors - Summary Of The Advisors'
Analysis And Opinion", "Special Factors - Certain Projected
Financial Data", "Special Factors - Other Possible Purchases
Of Shares" and "Special Factors - The Merger".
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a), (b) and (c) See the sections of the Offer to Purchase
captioned "Special Factors - Summary Of The Advisors' Analysis
And Opinion" and "Special Factors - Certain Projected Financial
Data".
Item 10. Source and Amount of Funds or Other Consideration.
(c) See the section of the Offer to Purchase captioned "Fees And
Expenses".
Item 12. The Solicitation or Recommendation.
(d) See the section of the Offer to Purchase captioned "Special
Factors - Conflicts Of Interest".
(e) Except for the positions of the member of the Special
Committee of the Board of Directors of the Company and the Boards
of Directors of Thermo Electron and Thermo Instrument as set
forth in the sections of the Offer to Purchase captioned
"Special Factors - Background To The Offer And The Merger" and
"Special Factors Position Of Thermo Instrument And Thermo
Electron As To Fairness Of The Offer And The Merger", the
filing persons are not aware of any officer, director or
affiliate of the Company or any person listed on Schedule I to
the Offer to Purchase who has made a recommendation either in
support of or against the Offer.
Item 13. Financial Statements.
(a) (1) The audited consolidated financial statements of the
Company as of and for the fiscal years ended January 1, 2000 and
January 2, 1999 are incorporated herein by reference to the
Consolidated Financial Statements of the Company included as
Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 2000 filed with the Securites and
Exchange Commission (the "Commission") on March 9, 2000.
(2) Not applicable.
(3) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Company - Selected Consolidated
Financial Information".
(4) See the section of the Offer to Purchase captioned "Certain
Information Concerning The Company - Selected Consolidated
Financial Information".
(b) The pro forma financial statements of the Company are not
material to the Offer.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
(b) None.
Item 16. Exhibits.
(c) Opinion of J.P. Morgan Securities Inc. and The Beacon Group
Capital Services, LLC dated January 29, 2000.
(f) Statement of Appraisal Rights. See the section of the Offer
to Purchase captioned "The Merger; Appraisal Rights" and
Schedule III to the Offer to Purchase ("Section 262 Of The
Delaware General Corporation Law").
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
METRIKA ACQUISITION INC.
BY: /s/ Earl R. Lewis
--------------------------------------
Name: Earl R. Lewis
Title: President
THERMO INSTRUMENT SYSTEMS INC.
BY: /s/ Earl R. Lewis
--------------------------------------
Name: Earl R. Lewis
Title: President and Chief
Executive Officer
THERMO ELECTRON CORPORATION
BY: /s/ Theo Melas-Kyriazi
--------------------------------------
Name: Theo Melas-Kyriazi
Title: Vice President and Chief
Financial Officer
Date: March 31, 2000
EXHIBIT INDEX
EXHIBIT DESCRIPTION
12(a)(1) Offer to Purchase dated March 31, 2000
12(a)(2) Letter of Transmittal
12(a)(3) Notice of Guaranteed Delivery
12(a)(4) Letter from the Dealer Managers to Brokers,
Dealers, Commercial Banks, Trust Companies and
Nominees
12(a)(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
12(a)(6) Summary Advertisement as published on March 31, 2000
12(a)(7) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
12(a)(8) Press Release issued by Thermo Instrument on January 31,
2000 (incorporated herein by reference to
Exhibit 99 to the Current Report on Form 8-K of
Thermo Instrument filed with the Commission on February 1,
2000)
12(a)(9) Press Release issued by Thermo Electron on January
31, 2000 (incorporated herein by reference to
Exhibit 99 to the Current Report on Form 8-K of
Thermo Electron filed with the Commission on
February 1, 2000)
12(a)(10) Press Release issued by Thermo Electron on March 6, 2000
12(a)(11) Press Release issued by Thermo Instrument on March 31, 2000
12(b) Loan Agreement dated as of March 1, 2000 between
Thermo Electron and Thermo Instrument
12(c) Opinion of J.P. Morgan Securities Inc. and The
Beacon Group Capital Services, LLC dated January
29, 2000
12(d) Not applicable
12(e) Not applicable
12(f) Summary of Appraisal Rights (Included in Exhibit
12(a)(1) in the section captioned "The Merger;
Appraisal Rights" and Schedule III to Exhibit 12(a)(1)
("Section 262 Of The Delaware General Corporation
Law"))
12(g) Slide Presentation of Thermo Electron to Financial
Analysts