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 31, 2000
---------------------
THERMOQUEST CORPORATION
-----------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-14262 77-0407461
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
2215 Grand Avenue Parkway
Austin, Texas 78728-3812
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
This Form 8-K contains forward-looking statements that involve a number
of risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to
ThermoQuest Corporation's annual report on Form 10-K for the year ended January
2, 1999. These include risks and uncertainties relating to: competition,
technological change, and industry acceptance; intellectual property rights and
litigation; ThermoQuest Corporation's acquisition strategy; dependence on the
pharmaceutical industry; the possible adverse effects of changes in
environmental regulations; significant international operations; and the
potential impact of the year 2000 on processing date-sensitive information.
Item 5. Other Events
------------
On January 31, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding certain corporate transactions affecting the
Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements of Business Acquired: not applicable
(b) Pro Forma Financial Information: not applicable
(c) Exhibits:
99 - Press Release dated January 31, 2000
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 31st day of January, 2000.
THERMOQUEST CORPORATION
By: /s/ Theo Melas-Kyriazi
-----------------------------
Theo Melas-Kyriazi
Chief Financial Officer
Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMOQUEST TO BE TAKEN PRIVATE
AUSTIN, Tex., January 31, 2000 - ThermoQuest Corporation (ASE-TMQ), a Thermo
Electron company (NYSE-TMO), announced today that its parent company, Thermo
Instrument Systems Inc. (ASE-THI), will acquire the minority interest in
ThermoQuest for $17.00 per share in cash. This action is part of a major
reorganization plan under which Thermo Electron will spin in, spin off, and sell
various businesses to focus solely on its core measurement and detection
instruments business.
Thermo Instrument currently owns approximately 90.3 percent of the
outstanding shares of ThermoQuest's common stock. Because Thermo Instrument's
ownership is more than 90 percent, it expects to acquire the minority interest
through a "short-form" merger in Delaware.
The proposed short-form merger of ThermoQuest will require Securities
and Exchange Commission clearance of necessary filings; it will not require
ThermoQuest board or shareholder approval.
Immediately upon completion of the proposed short-form merger,
ThermoQuest's 5% convertible subordinated debentures due August 15, 2000, will
become convertible into the same consideration that the minority holders of
ThermoQuest common stock receive in the merger, or $17.00 per share in cash.
Holders of the debentures will therefore have the right, immediately upon
completion of the merger, to convert their debentures at the existing conversion
price ($16.50 per share) into $17.00 per share in cash, instead of into the
actual shares of ThermoQuest common stock that they would have received if they
converted prior to the proposed merger. ThermoQuest will not call the debentures
prior to the merger.
Thermo Instrument expects to complete this transaction by the end of
the second quarter of 2000.
ThermoQuest Corporation develops and distributes mass spectrometers,
liquid chromatographs, gas chromatographs, and multi-instrument combinations of
these products for the pharmaceutical, environmental, and industrial
marketplaces. These analytical instruments are used in the quantitative and
qualitative chemical analysis of organic and inorganic compounds at ultratrace
levels of detection. In addition, the company develops and distributes
scientific equipment for the preparation and preservation of chemical and
biological samples. The company also develops and distributes consumable
supplies for the chromatography industry. More information is available on the
Internet at http://www.thermo.com/subsid/tmq1.html.
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K for the
year ended January 2, 1999. These include risks and uncertainties relating to:
competition, technological change, and industry acceptance; intellectual
property rights and litigation; the company's acquisition strategy; dependence
on the pharmaceutical industry; the possible adverse effects of changes in
environmental regulations; significant international operations; and the
potential impact of the year 2000 on processing date-sensitive information.