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):
January 15, 1998
________________________________________
THERMO INSTRUMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9786 04-2925809
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
860 West Airport Freeway, Suite 301
Hurst, Texas 76054
(Address of principal executive offices) (Zip Code)
(817)485-6663
(Registrant's telephone number
including area code)
Item 5. Other Events
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On January 15, 1998, Thermo Instrument Systems Inc. (the "Company")
executed an Underwriting Agreement and related Terms Agreement by and among
the Company, Thermo Electron Corporation ("Thermo Electron"), Lehman Brothers
Inc., Goldman, Sachs & Co. and Smith Barney Inc. in connection with the public
offering of $250,000,000 aggregate principal amount of the Company's 4%
Convertible Subordinated Debentures due 2005 (the "Debentures") pursuant to the
Company's and Thermo Electron's shelf registration statement on Form S-3 (Reg.
Nos. 333-32031 and 333-32031-01). The Debentures will be convertible into shares
of the Company's Common Stock at a price of $35.65 per share. The Debentures
will be issued pursuant to a Subordinated Indenture (the "Indenture") by and
among the Company, Thermo Electron, as guarantor, and Bankers Trust Company, as
trustee.
In the prospectus supplement for the offering of the Debentures, the
Company reported the following recent developments:
The Company has settled the post-closing adjustment with Fisons plc over
the purchase price the Company paid for its acquisition of a substantial portion
of the businesses comprising the scientific instruments division of Fisons plc.
See Note 4 to the Company's Consolidated Financial Statements for the fiscal
year ended December 28, 1996. In the settlement, the purchase price was reduced
by 22,150,000 British pounds sterling, and the Company received interest of
2,331,783 British pounds sterling with respect to the purchase price refund.
Earl R. Lewis, President and Chief Operating Officer, has been promoted to
Chief Executive Officer of the Company.
The Company's previously disclosed arbitration proceeding with five
employees of its Epsilon Industrial, Inc. subsidiary is expected to conclude in
the first quarter of 1998. See Note 8 to the Company's Consolidated Financial
Statements for the fiscal year ended December 28, 1996. The employees are now
claiming actual damages of $60 million, punitive damages of twice the actual
damages, attorneys' fees and expenses, and pre-judgment and post-judgment
interest.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits
1.1 Underwriting Agreement and related Terms Agreement,
dated January 15, 1998, by and among the Company, Thermo Electron, Lehman
Brothers Inc., Goldman, Sachs & Co. and Smith Barney Inc.
1.2 Terms Agreement, dated January 15, 1998, by and among
the Company, Thermo Electron, Lehman Brothers Inc., Goldman, Sachs & Co. and
Smith Barney Inc.
4.1 Subordinated Indenture, dated January 15, 1998, by and
among the Company, Thermo Electron, and Bankers Trust Company.
4.2 Officers' Certificate dated January 15, 1998, pursuant
to Sections 301 and 303 of the Indenture.
4.3 Form of Definitive Registered Debentures.
4.4 Form of Global Registered Debenture.
4.5 Form of Definitive Bearer Debentures and Coupons.
4.6 Form of Temporary Global Bearer Debenture.
12.1 Computation of Ratio of Earnings to Fixed Charges of the
Company.
12.2 Computation of Ratio of Earnings to Fixed Charges of
Thermo Electron.
SIGNATURE
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 15th day of January, 1998.
THERMO INSTRUMENT SYSTEMS INC.
By: /s/ Melissa F. Riordan
______________________
Melissa F. Riordan
Treasurer
EXHIBIT INDEX
Exhibit No. Description
1.1 Underwriting Agreement and related Terms Agreement, dated January
15, 1998, by and among the Company, Thermo Electron, Lehman Brothers Inc.,
Goldman Sachs & Co. and Smith Barney Inc.
1.2 Terms Agreement, dated January 15, 1998, by and among the
Company, Thermo Electron, Lehman Brothers Inc., Goldman, Sachs & Co. and Smith
Barney Inc.
4.1 Subordinated Indenture, dated January 15, 1998, by and among the
Company, Thermo Electron, and Bankers Trust Company.
4.2 Officers' Certificate dated January 15, 1998, pursuant to
Sections 301 and 303 of the Indenture.
4.3 Form of Definitive Registered Debentures.
4.4 Form of Global Registered Debenture.
4.5 Form of Definitive Bearer Debentures and Coupons.
4.6 Form of Temporary Global Bearer Debenture.
12.1 Thermo Instrument Systems Inc. Ratio of Earnings to Fixed
Charges.
12.2 Thermo Electron Corporation Ratio of Earnings to Fixed Charges.