Filed Pursuant to Rule 424(b)(3) of the Securities Act of 1933 (Registration No. 33-99110) PROSPECTUS 1,707,000 Shares THERMOSPECTRA CORPORATION Common Stock This Prospectus relates to 1,707,000 shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of ThermoSpectra Corporation ("ThermoSpectra" or the "Company"). The Shares may be offered by certain shareholders of the Company (the "Selling Shareholders") from time to time in transactions on the American Stock Exchange, in negotiated transactions, through the writing of options on the Shares, or a combination of such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions). The Selling Shareholder and any broker-dealer who acts in connection with the sales of Shares hereunder may be deemed to be "underwriters" as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and any commissions received by them and profit on any resale of the Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. The Shares were originally sold by the Company in private placements pursuant to certain Stock Purchase Agreements with the Company dated September 1, September 2, October 13 and December 2, 1994 and October 12, 1995. See "Selling Shareholders." _______________ The Common Stock offered hereby involves a high degree of risk. See "RISK FACTORS" beginning at page 4. _______________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIESCOMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PAGE ____________________________ None of the proceeds from the sale of the Shares by the Selling Shareholders will be received by the Company. The Company has agreed to bear all expenses (other than underwriting discounts and selling commissions, and fees and expenses of counsel or other advisers to the Selling Shareholders) in connection with the registration and sale of the Shares being registered hereby. The Company has agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act as underwriter or otherwise. The date of this Prospectus is October 30, 1996 _________________ No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus regarding the Company or the offering made by this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any other person. All information contained in this Prospectus is as of the date of this Prospectus. Neither the delivery of this Prospectus nor any sale or distribution and resale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any security other than the securities covered by this Prospectus, nor does it constitute an offer to or solicitation of any person in any jurisdiction in which such offer or solicitation may not be lawfully made. _____________ AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the 2 PAGE Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is listed on the American Stock Exchange, and the reports, proxy statements and other information filed by the Company with the Commission can be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. This Prospectus, which constitutes part of a Registration Statement filed by the Company with the Commission under the Securities Act, omits certain of the information contained in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the Shares offered hereby. Statements contained herein concerning provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the applicable document filed with the Commission. The Company undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference therein). Requests for such copies should be directed to: Sandra L. Lambert, Secretary, ThermoSpectra Corporation, c/o Thermo Electron Corporation, 81 Wyman Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046 (telephone number:(617) 622-1000). ____________________ THE COMPANY The Company develops, manufactures and markets precision imaging, inspection and measurement instruments based on high-speed data acquisition and digital processing technologies. These instruments are generally combined with proprietary operations and analysis software to provide industrial and research customers with integrated systems that address their specific needs. The Company's products include digital oscillographic recorders that continuously measure and monitor signals from various sensors; digital storage oscilloscopes ("DSOs") that are capable of taking hundreds of millions of measurements per second of transient signals or short bursts of data; data acquisition systems that combine the attributes of DSOs and digital oscillographic recorders; X-ray microanalyzers used as accessories to electron microscopes to provide elemental materials analysis as a supplement to the microscope's imaging capabilities; non-destructive X-ray inspection systems for process monitoring and quality control applications; specialty 3 PAGE X-ray tubes for industrial and medical applications; and confocal laser scanning microscopes that use laser light to generate precise optical images primarily for life science applications. As of September 28, 1996, Thermo Instrument beneficially owned approximately 72% of the Company's outstanding Common Stock. As of September 28, 1996, Thermo Instrument was an 81%-owned subsidiary of Thermo Electron Corporation ("Thermo Electron"). The Company's principal executive offices are located at 81 Wyman Street, Waltham, Massachusetts, and its telephone number is (617) 622-1000. RISK FACTORS Investors should carefully consider the following factors in evaluating the Company and its business before purchasing any of such shares. Uncertainty of Growth. Certain of the markets in which the Company competes have been flat or declining over the past several years. The Company has identified a number of strategies it believes will allow it to grow its business, including acquiring complementary businesses; developing new applications for its technologies; and strengthening its presence in selected geographic markets. No assurance can be given that the Company will be able to successfully implement these strategies, or that these strategies will result in growth of the Company's business. Potential Increased Competition. The Company predominantly sells its products in the high-performance segment of the markets in which it competes. The products in this segment are generally characterized by superior engineering and performance and compete more on product specifications than on price. The other segments of these markets are dominated by companies with substantially greater financial resources than those of the Company. If these larger companies enter the high-performance segment of the market, no assurance can be given that the Company will be able to successfully compete against them. Need to Respond to Technological Change. Many of the Company's products are primarily marketed based on their technology. In order to be successful, the Company believes that it will be important to continually improve the technology underlying its products. No assurance can be given that the Company will be able to do so or that a competitor of the Company will not develop technology or products that will render the Company's competing products non-competitive or obsolete. 4 PAGE Risks Associated with Acquisition Strategy. The Company's strategy includes the acquisition of underperforming businesses and technologies that complement or augment the Company's existing product lines. Promising acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers and the need for regulatory approvals, including antitrust approvals. There can be no assurance that the Company will be able to integrate any acquired businesses or make such businesses profitable. Inability to Raise Future Capital; Possible Dilution. In order to finance the acquisitions that are part of the Company's growth strategy, it may be necessary for the Company to raise additional funds either through public or private financings. Any equity or debt financing, if available at all, may be on terms which are not favorable to the Company and, in the case of an equity financing, could result in dilution to the Company's stockholders. Possible Adverse Impact of Significant International Operations. The Company expects that international sales will continue to represent a significant portion of its revenues. In fiscal 1995, international sales accounted for over 50% of the Company's total pro forma revenues. These sales carry a number of inherent risks, including risks associated with currency exchange, tariffs and other potential trade barriers, potentially reduced protection for intellectual property, the impact of recessionary environments in economies outside the United States and generally longer receivable collection patterns. Risks Associated with Protection, Defense and Use of Intellectual Property. The Company holds many patents relating to various aspects of its products, and believes that proprietary technical know-how is critical to many of its products. Proprietary rights relating to the Company's products are protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are maintained in confidence as trade secrets. There can be no assurance that patents will issue from any pending or future patent applications owned by or licensed to the Company or that the claims allowed under any issued patents will be sufficiently broad to protect the Company's technology and, in the absence of patent protection, the Company may be vulnerable to competitors who attempt to copy the Company's products or gain access to its trade secrets and know-how. Proceedings initiated by the Company to protect its proprietary rights could result in substantial costs to the Company. There can be no assurance that competitors of the Company will not initiate litigation to challenge the validity of the Company's patents, or that they will not use their resources to design comparable products that do not 5 PAGE infringe the Company's patents. There may also be pending or issued patents held by parties not affiliated with the Company that relate to the Company's products or technologies. The Company may need to acquire licenses to, or contest the validity of, any such patents. There can be no assurance that any license required under any such patent would be made available on acceptable terms or that the Company would prevail in any such contest. The Company could incur substantial costs in defending itself in suits brought against it or in suits in which the Company may assert its patent rights against others. If the outcome of any such litigation is unfavorable to the Company, the Company's business and results of operations could be materially adversely affected. In addition, the Company relies on trade secrets and proprietary know-how which it seeks to protect, in part, by confidentiality agreements with its collaborators, employees and consultants. There can be no assurance that these agreements will not be breached, that the Company would have adequate remedies for any breach or that the Company's trade secrets will not otherwise become known or be independently developed by competitors. Potential Conflict of Interest. For financial reporting purposes, the Company's financial results are included in Thermo Instrument's and Thermo Electron's consolidated financial statements. Certain officers of the Company are also officers of Thermo Instrument, Thermo Electron and/or other subsidiaries of Thermo Electron, and are full-time employees of Thermo Instrument or Thermo Electron. Such officers will devote only a portion of their working time to the affairs of the Company. The members of the Board of Directors and officers of the Company who are also affiliated with Thermo Instrument or Thermo Electron will consider not only the short-term and the long-term impact of operating decisions on the Company, but also the impact of such decisions on the consolidated financial results of Thermo Instrument and/or Thermo Electron. In some cases the impact of such decisions could be disadvantageous to the Company while advantageous to Thermo Instrument and/or Thermo Electron, or vice versa. The Company is a party to various agreements with Thermo Electron that may limit the Company's operating flexibility. Lack of Voting Control. The Company's shareholders do not have the right to cumulate votes for the election of directors. Thermo Instrument, which owns approximately 72% of the outstanding voting stock of the Company, has the power to elect the entire Board of Directors of the Company and to approve or disapprove any corporate actions submitted to a vote of the Company's shareholders. Possible Volatility of Stock Price. Since public trading of the Company's Common Stock commenced in August 1995, the market 6 PAGE price has fluctuated considerably, and it may continue to fluctuate in the future. The Company believes that such factors as announcements relating to product development, other developments by the Company or its competitors, variations in quarterly operating results, and the volatility of the stock market, among other things, could cause the market price for the Common Stock to fluctuate substantially. Possible Adverse Effect from Sale of Shares Eligible for Future Sale. The 8,999,186 shares of Common Stock owned by Thermo Instrument are eligible for sale under Rule 144. In addition, as long as Thermo Instrument is able to elect a majority of the Company's Board of Directors, it will be able to cause the Company at any time to register for resale all or a portion of the Common Stock owned by Thermo Instrument. Additional shares of Common Stock issuable upon exercise of options which have been or may be granted under the Company's stock-based compensation plans will become available for future sale in the public market at prescribed times. Sales of a significant number of shares of Common Stock in the public market could adversely affect the market price of the Common Stock. Lack of Dividends. The Company has never paid any cash dividends on its Common Stock. The Board of Directors anticipates that for the foreseeable future the Company's earnings, if any, will be retained for use in the business and that no cash dividends will be paid on the Common Stock. SELLING SHAREHOLDERS The following table shows the names of the Selling Shareholders, the number of shares of the Company's Common Stock each owned, the number of Shares that may be offered by each of them pursuant to this Prospectus and the number of Shares each will own after completion of the offering, assuming all of the Shares being offered hereby are sold. Shares Shares of Owned Common Stock Shares After Owned Prior to Being Completio Selling Shareholder the Offering Offered n of the ------------------- ------------ ------- (1) Offering --- -------- Lombard, Odier & Cie 357,600 262,500 95,100 Darier, Hentsch & Cie 192,000 160,000 32,000 Chase Manhattan, N.A. TTEE for IBM Corp. Retirement Plan 116,850 116,850 0 Pitt & Co. 116,850 116,850 0 Venrock Associates 110,470 110,470 0 CEPA SA 90,000 90,000 0 7 PAGE Gerlach & Co. 80,000 80,000 0 Earl R. Lewis (2) 55,000 5,000 50,000 Discount Bank and Trust Company 52,850 750 52,100 ABN AMRO (Switzerland) 50,750 50,750 0 Crescent Holding GmbH 50,000 50,000 0 Venrock Associates II, L.P. 49,530 49,530 0 BP Pension Trustees Limited 40,000 40,000 0 HCM & Co. 40,000 40,000 0 Thomas Paine Investors LP 40,000 20,000 20,000 J. Henry Schroder Bank AG 32,000 30,000 2,000 AMBIT & CO. 25,000 25,000 0 Alexandra O. Bjorklund TTEE Alexandra O. Bjorklund 1988 Trust U/A/D 11/11/88 20,000 15,000 5,000 Peter Moser, Yiska Moser, Trustees FBO Yiska Moser Trust U/A/D 2/15/90 20,000 10,000 10,000 The 1985 Rufeh Family Trust 20,000 20,000 0 U/A/D 12/20/85 Gerald Feldman 15,400 15,000 400 Elias Samaras & Dennis Speliotis, Trustees, The Artemis Zavaliangos 1991 15,000 10,000 5,000 Trust U/A/D 7/2/91 Linda Bassin 10,000 10,000 0 Paul A. Berkman & Judith M. Berkman, JTWROS 10,000 10,000 0 John Kosid 10,000 10,000 0 Ruth Patel 10,000 7,000 3,000 Judy Shapiro 10,000 10,000 0 WNC Corporation 10,000 10,000 0 Soginvest Banca Lugano 8,900 7,500 1,400 Thomas O. McCarthy 8,000 5,000 3,000 Richard V. Aghababian 7,500 7,500 0 Swiss Bank Corporation, Geneva 7,500 7,500 0 Robert A. McCabe (3) 6,818 6,818 0 Michael Bollag 6,000 6,000 0 Volksbank Kufstein 6,000 6,000 0 Banque Clariden 5,000 5,000 0 Corman Foundation 5,000 5,000 0 Richard B. Felder 5,000 5,000 0 Henry A. Fredricks 5,000 5,000 0 8 PAGE Richard J. Gusick, IRA Account Rollover, Cowen & Co. Cust. 6,500 5,000 1,500 James Joseph Linus, Smith Barney IRA Custodian 5,000 5,000 0 Edwin McCarthy 5,000 5,000 0 Michael Mintz 5,000 5,000 0 Oddo et Cie 5,000 5,000 0 Peter Richman 5,000 5,000 0 Alan J. Rubin 5,000 5,000 0 Firooz Rufeh, Smith Barney as Rollover Custodian 5,000 5,000 0 Jackie L. Stone 5,000 5,000 0 Yoav & Cynthia Shmuely JTWROS 5,000 5,000 5,000 Simon Zunamon 5,000 5,000 0 Richard & Christine Cowgill 4,400 4,000 400 JTWROS Theobald M. Karch TTEE Theobald M. Karch Revocable Trust U/A/D 1/11/94 FBO Theobald M. 4,182 4,182 0 Karch Stuart Albrecht 4,000 4,000 0 Baden-Wurttembergische Bank 4,000 4,000 0 Michael H. Carstens & Ortrud M. 4,000 2,500 1,500 Carstens JTWROS Stanley H. Feldberg & Theodora L. Feldberg, Trustees, The Stanley Feldberg 1985 Revocable Trust dtd 12/20/85 4,000 4,000 0 Ann Herrmann 4,000 4,000 0 Francis Jungers (4) 4,000 2,000 2,000 Leonard Russin 4,000 4,000 0 William O. Flannery 3,500 3,500 0 George R. & Joann L. Dick 3,000 3,000 0 JTWROS Matthew K. Kwiatek 3,000 3,000 0 M.D. Funding, Inc. 3,000 3,000 0 Paris Nicolaides TTEE FBO George, Dora Razis U/A/D 3,000 3,000 0 8/10/81 Trude C. Taylor 3,000 3,000 0 James L. Fregosi 2,800 2,000 800 Seema Sachdeva & Rakeesh Sachdeva JTWROS 2,600 2,000 600 9 PAGE Walter S. Burrage, Jr. 2,500 2,500 0 Mark W. Cahill 2,500 2,500 0 David Clark Minority Trust 2,500 2,500 0 Jonathan Clark Revocable Trust 2,500 2,500 0 Kitty R. Clark Revocable Trust 2,500 2,500 0 Focus Capital Corp. 2,500 2,500 0 Jonathan Piper 2,500 2,500 0 Patricia L. Riley Rev. Trust 2,500 2,500 0 Marvin Sharfstein 2,500 2,500 0 Alvin J. Smith 2,500 2,500 0 Frank C. Strasburger 2,500 2,500 0 Robert Frankel & Pessia Frankel 2,000 2,000 0 JTWROS Natalie Karp and Jason Karp 2,000 2,000 0 Elaine Khalaf 2,000 2,000 0 Ronald Krinick 2,000 2,000 0 Murray Norkin & Lynne Norkin 2,000 2,000 0 JTWROS Peter G. Pantazelos 2,000 2,000 0 Dr. Pairoj & Mrs. Surapee 2,000 1,000 1,000 Ruktanonchai Lee Ruwitch 2,000 2,000 0 Michael J. Schmerin M.D. P.C. Retirement Trust U/A/D 2,000 2,000 0 8/10/78 Steven W. Spira 2,000 2,000 0 Maureen M. Sweeney 2,000 1,000 1,000 Windy City, Inc. 2,000 2,000 0 Nicholas T. Zervas 2,000 2,000 0 Michael Zuk 2,000 2,000 0 Sam Wietschner & Tova Wietschner JTWROS 1,800 1,800 0 Lloyd Arnel 1,500 1,500 0 James C. Linus TTEE James J. & Sylvia R. Linus Grandchildren Trust U/A/D 12/30/92 1,500 1,500 0 Jacqueline O'Neill 1,500 1,000 500 Steven J. Coleman 1,300 1,000 300 Suresh B. & Rambha S. Bhalala 1,200 1,000 200 Max D. Caldwell 1,200 1,000 200 Robert A. Fein & Rena Gray Fein, JTWROS 1,000 1,000 0 Eugene Goodman 1,000 1,000 0 10 PAGE Carlo Koch 1,000 1,000 0 Bruce Lenthall Minority Trust 1,000 1,000 0 Elizabeth Lenthall Minority 1,000 1,000 0 Trust Joshua Lenthall Minority Trust 1,000 1,000 0 Jay V. Narola & Kaushika J. Narola JTWROS 1,000 1,000 0 Murray Norkin 1,000 1,000 0 Edward A. Sweeney 1,000 1,000 0 Joseph F. Sweeney 1,000 1,000 0 Alyssa A. Burrage Minority 500 500 0 Trust Amanda B. Burrage Minority 500 500 0 Trust Christopher L. Burrage Minority 500 500 0 Trust Katherine S. Burrage Minority 500 500 0 Trust Susannah D. Burrage Minority 500 500 0 Trust Terence Hogan 460 460 0 Bear Stearns IRA fbo Terence 217 217 0 Hogan Charles McQuaid 486 486 0 Ralph Wanger 2,317 2,317 0 LZW Family Investment 820 820 0 Partnership Mone Anathan III 658 658 0 Robert D. Appelbaum 1,283 1,283 0 Ralph A. Bard, Jr., Trustee UAD 2/12/83 256 256 0 Bear Stearns IRA fbo Ben A. 346 346 0 Beavers Ellen H. Block Revocable Trust DTD 8/29/86 1,285 1,285 0 Daryl D. Boddicker Trust 657 657 0 Ann K. Butler 1,315 1,315 0 William J. Cadogan 577 577 0 Common Sense Partners, L.P. 6,582 6,582 0 Couderay Partners 1,947 1,947 0 Sara Crown 65 Trust 131 131 0 Terry D. Diamond Trust 610 610 0 John E. Doddridge 1,752 1,752 0 11 PAGE Bear Stearns IRA fbo Joseph P. Durrett 516 516 0 Eugene H. Edson 579 579 0 Stephen M. Ehrlichman 256 256 0 S. Cody Engle 920 920 0 Roxanne H. Frank Trust DTD 486 486 0 3/16/84 Samuel J. Gerson 657 657 0 Howard N. Gilbert 657 657 0 The Goldfeder Family Trust 1,249 1,249 0 Lenore S. Greenberg Trust 1,050 1,050 0 Madeline Halpern 1,935 1,935 0 J. Davis Hamlin 889 889 0 TrustgDTD 7/31/87Revocable 1,707 1,707 0 Joan W. Harris Revocable Trust 244 244 0 DTD 4/1/93 William W. Harris Trust DTD 486 486 0 6/22/84 David F. Hinchman 578 578 0 Larry J. Hochberg Revocable 516 516 0 Trust Roger L. Howe 3,349 3,349 0 Roger Howe Revocable Trust #2 1,030 1,030 0 Jerome Kahn Jr. Revocable Trust DTD 10/16/87 244 244 0 Keim Family Partnership 436 436 0 Bear Stearns IRA fbo Alexander 128 128 0 S. Knopfler Michael S. Koeneke 517 517 0 Alan J. Lacy 578 578 0 Lakeview Multi-Strategy Fund, 730 730 0 L.P. Gladys K. Lazarus 1,032 1,032 0 Daniel H. Levy 516 516 0 John S. Lillard 578 578 0 J.M. Lozier Revocable Trust 517 517 0 C.H. Randolph Lyon, Jr. 1,155 1,155 0 Charles N. Matthewson Trust 1,315 1,315 0 Bear Stearns IRA fbo Edward J. 1,032 1,032 0 McCabe Robert G. McVicker 516 516 0 Meier Family Partnership 640 640 0 12 PAGE Gerald B. Mitchell 887 887 0 MND Investment Company 576 576 0 S. William Pattis 578 578 0 Virginia H. Polsky Trust DTD 486 486 0 8/5/94 Qualified Terminal Interest 128 128 0 Trust UW Harry C. Woldenberg Allen I. Questrom 1,315 1,315 0 Eric & Heather Reickert 516 516 0 Seahorse Investments, Inc. 826 826 0 Henry Shapiro 513 513 0 G. Nichols Simonds 517 517 0 Bear Stearns IRA fbo Edward W. 577 577 0 Smeds Christopher & Mary Susan 577 577 0 Steffen Michael & Susanna Steinberg 516 516 0 Jerome H. Stone 657 657 0 Joseph G. Temple Jr. 1,315 1,315 0 Thermo Electron Corporation (6) 9,000,039 1,153 8,999,186 James R. Trueman Trust DTD 6,551 6,551 0 4/8/86 Francis A. Waters 521 521 0 Winchester Partners 243 243 0 Rochelle Zell Revocable Trust 1,219 1,219 0 Flying Squirrel Fund, L.P. 35 35 0 ---------------------------- (1)Except as otherwise reflected in the footnotes to this table, all share ownership includes Shares owned by the Selling Shareholders and shares that the Selling Shareholders have the right to acquire within 60 days of March 30, 1996, through the exercise of stock options. (2)Earl R. Lewis is Chairman of the Board and Director of the Company and Senior Vice President of Thermo Instrument. (3)Robert A. McCabe is a Director of Thermo Electron. (4)Francis Jungers is a Director of Thermo Electron. (5)Donald E. Noble is a Director of Thermo Electron. (6)Includes 8,999,186 shares of the Company's Common Stock owned by Thermo Instrument, an 81%-owned subsidiary of Thermo Electron. The Shares are being registered to permit public secondary trading of the Shares from time to time by the Selling Shareholders. Of the Shares being offered by the Selling 13 PAGE Shareholders, 1,505,000 were sold by the Company in private placement transactions pursuant to Stock Purchase Agreements with the Company dated September 1, October 13 and December 2, 1994 and 202,000 of the Shares being offered by the Selling Shareholders were sold by the Company in private placement transactions pursuant to Stock Purchase Agreements with the Company dated October 12, 1995 (collectively, the "Purchase Agreements"). In the Purchase Agreements, the Company agreed, among other things, to bear all expenses (other than underwriting discounts, selling commissions, and fees and expenses of counsel and other advisors to the Selling Shareholders) in connection with the registration and sale of the Shares being offered by the Selling Shareholders. See "Sale of Shares." The Company has agreed to prepare and file such amendments and supplements to the Registration Statement of which this Prospectus forms a part as may be necessary to keep the Registration Statement effective until all the Shares offered hereby have been sold pursuant thereto or until such Shares are no longer, by reason of Rule 144(k) under the Securities Act or any other rule of similar effect, required to be registered for the public sale thereof by the Selling Shareholders. SALE OF SHARES The Company has been advised that the Selling Shareholders may sell Shares from time to time in transactions on the American Stock Exchange, in negotiated transactions, through the writing of options on the Shares, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions). The Selling Shareholders and any broker-dealers who act in connection with the sale of Shares hereunder may be deemed to be "underwriters" as that term is defined in the Securities Act, and any commissions received by them and profit on any resale of the Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. The Company has agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act as underwriter or otherwise. 14 PAGE INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed with the Commission are incorporated in this Prospectus by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 30, 1995. (b) The Company's Quarterly Report on Form 10-Q for the three-month period ended March 30, 1996. (c) The Company's Quarterly Report on Form 10-Q for the three-month period ended June 29, 1996. (d) The Company's Current Report on Form 8-K filed with the Commission on August 19, 1996 with respect to events occurring on August 5, 1996, as amended by Form 8K-A filed with the Commission on October 1, 1996. (e) The description of the Common Stock which is contained in the Company's Registration Statement on Form 8-A, filed under the Exchange Act, as amended. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the respective dates of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein modifies, supersedes or replaces that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. LEGAL MATTERS Certain legal matters relating to the Shares offered hereby have been passed upon for the Company by Seth H. Hoogasian, Esq., General Counsel of Thermo Electron, Thermo Instrument and the Company. As of the date of such opinion, Mr. Hoogasian owned or had the right to acquire 5,000 shares of Common Stock, 23,438 shares of common stock of Thermo Instrument and 82,385 shares of common stock of Thermo Electron. EXPERTS 15 PAGE The financial statements and schedules of the Company incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 30, 1995 and the financial statements of Kevex, Inc. incorporated in this Prospectus by reference to the Company's Current Report on Form 8-K filed with the Commission on August 19, 1996 with respect to events occurring on August 5, 1996, as amended by Form 8K-A filed with the Commission on October 1, 1996, have been audited by Arthur Andersen LLP, independent public accountants, to the extent and for the periods as indicated in their reports with respect thereto, and are incorporated herein and therein in reliance upon the authority of said firm as experts in giving said reports. AA963040026 16