SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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THERMO OPTEK CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11757 04-3283973
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
8 East Forge Parkway
Franklin, Massachusetts 02038
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(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 Thermo
Optek Corporation's annual report on Form 10-K for the year ended January 2,
1999. These include risks and uncertainties relating to: technological change,
obsolescence, and the development and acceptance of new products; Thermo Optek
Corporation's acquisition strategy; significant international operations;
competition; the protection, defense and use of intellectual property;
dependence on the semiconductor industry and industry volatility; and the
potential impact of year 2000 on processing date-sensitive information.
Item 5. Other Events
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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
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(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.
THERMO OPTEK CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
THERMO OPTEK TO BE TAKEN PRIVATE
FRANKLIN, Mass., January 31, 2000 - Thermo Optek Corporation (ASE-TOC), a Thermo
Electron company (NYSE-TMO), announced today that its parent company, Thermo
Instrument Systems Inc. (ASE-THI), will acquire the minority interest in Thermo
Optek for $15.00 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 93.2 percent of the
outstanding shares of Thermo Optek'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 Thermo Optek will require Securities
and Exchange Commission clearance of necessary filings; it will not require
Thermo Optek board or shareholder approval.
Immediately upon completion of the proposed short-form merger, Thermo
Optek's 5% convertible subordinated debentures due October 15, 2000, will become
convertible into the same consideration that the minority shareholders of Thermo
Optek common stock receive in the merger, or $15.00 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
($13.9446 per share) into $15.00 per share in cash, instead of into the actual
shares of Thermo Optek common stock that they would have received if they had
converted prior to the proposed merger. Thermo Optek 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.
Thermo Optek Corporation is a worldwide leader in optical and
energy-based systems and technologies. Its products are used in the scientific
instrument, semiconductor, and telecommunications industries to fabricate,
analyze, and implement advanced materials. More information is available on the
Internet at http://www.thermo.com/subsid/toc1.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:
technological change, obsolescence, and the development and acceptance of new
products; the company's acquisition strategy; significant international
operations; competition; the protection, defense, and use of intellectual
property; dependence on the semiconductor industry and industry volatility; and
the potential impact of year 2000 on processing date-sensitive information.