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):
July 15, 1997
________________________________________
THERMOQUEST CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-14262 77-0407461
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
355 River Oaks Parkway
San Jose, California 95134
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
PAGE
Item 5. Other Events
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On July 15, 1997, ThermoQuest Corporation (the "Company") issued a press
release, attached hereto as Exhibit 99, to announce that it had agreed in
principle to purchase the Laboratory Products Group and the Hypersil
businesses of Life Sciences International from Thermo Instruments Systems
Inc., the Company's parent corporation, for approximately $167 million,
subject to post-closing adjustments.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
------------------------------------------------------------
Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable.
(b) Pro Forma Combined Condensed Financial Information: not
applicable.
(c) Exhibits
99 Press Release of the Company, dated July 15, 1997
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 21st day of July 1997.
THERMOQUEST CORPORATION
By: /s/ Melissa F. Riordan
----------------------
Melissa F. Riordan
Treasurer
AA972020035
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EXHIBIT 99
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Investor Contact: 617-622-1111
Media Contact: 617-622-1252
THERMOQUEST PLANS TO ACQUIRE THE LABORATORY PRODUCTS GROUP AND HYPERSIL
OPERATIONS OF LIFE SCIENCES INTERNATIONAL
WALTHAM, Mass., July 15, 1997 -- ThermoQuest Corporation (ASE-TMQ)
announced today that the boards of directors of ThermoQuest and Thermo
Instrument Systems Inc. (ASE-THI) have agreed in principle on the sale of
the Laboratory Products Group and the Hypersil businesses of Life Sciences
International to ThermoQuest for approximately $167 million, subject to a
post-closing adjustment. These businesses reported 1996 revenues of
approximately $118 million. The purchase price for the transactions will be
paid in a combination of cash, the assumption of debt, and/or the issuance
of ThermoQuest common stock. Hypersil, and the companies of the Laboratory
Products Group, are wholly owned subsidiaries of Life Sciences
International, which was acquired in March 1997 by Thermo Instrument, the
majority owner of ThermoQuest.
The three companies of the Laboratory Products Group of Life Sciences
International develop, manufacture, and distribute laboratory equipment to
the research and analytical chemistry laboratory marketplace. These
U.S.-based companies are:
Forma Scientific, Inc., a leader in controlled-environment laboratory
equipment including incubators, ultralow-temperature freezers, safety
cabinets, cryopreservation equipment, and orbital shakers;
International Equipment Company, a manufacturer of general purpose and
high-speed centrifuges often used to separate and prepare samples prior to
analytical instrument analysis; and
Savant Instruments, a manufacturer of products for sample preparation
as well as conventional gel electrophoresis products, including vacuum
generators, gel drying systems, electrophoresis power supplies, and
electrophoresis equipment.
Also included in the acquisition is Hypersil, a U.K.-based
manufacturer of liquid chromatography media and columns used in high
performance liquid chromatography. This technique is used for a wide
variety of applications in the pharmaceutical, food and beverage, chemical
production, and forensic science markets, and for many other applications
in analytical laboratories.
"With the addition of the Laboratory Products Group and Hypersil, we
have more than doubled the size of our addressed markets," said Dr. Richard
W.K. Chapman, president and chief executive officer of ThermoQuest
Corporation. "More important, we can offer the organic analytical chemist a
range of integrated product offerings from a single source with a common
quality and distribution strategy. ThermoQuest can now provide its
customers with sample preparation instruments, controlled environment
equipment, and chromatography consumables, together with one of the
PAGE
industry's most complete lines of mass spectrometry and separation
products."
These transactions are subject to several conditions, including
completion by ThermoQuest of its due diligence investigations and the
negotiation of a mutually satisfactory definitive agreement. Due to
ThermoQuest's majority ownership by Thermo Instrument Systems, for
accounting purposes, after the execution of a definitive agreement, the
acquisition will be deemed effective as of March 12, 1997, the date Thermo
Instrument Systems purchased Life Sciences International.
ThermoQuest Corporation develops, manufactures, and sells mass
spectrometers, liquid chromatographs, and gas chromatographs for the
environmental, pharmaceutical, 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. ThermoQuest is a public subsidiary of Thermo Instrument
Systems Inc., a Thermo Electron company. More information is available on
the Internet at http://www.thermo.com/subsid/tmq.html.
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 caption "Forward-looking
Statements" in Exhibit 13 to the company's annual report on Form 10-K for
the year ended December 28, 1996. These include uncertainties relating to
competition and technological change, intellectual property rights and
litigation, dependence on certain key industries, and risks associated with
the company's acquisition strategy and international operations.