SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 3, 1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission file number 1-11757
THERMO OPTEK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-3283973
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8E Forge Parkway
Franklin, Massachusetts 02038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
---------------------------- -----------------------------------------
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
the filing requirements for at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference into Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 30, 1998, was approximately $50,617,000.
As of January 30, 1998, the Registrant had 49,572,243 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year
ended January 3, 1998, are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on June 1, 1998, are incorporated by
reference into Part III.
PAGE
PART I
Item 1. Business
(a) General Development of Business
Thermo Optek Corporation (the Company or the Registrant) is a
worldwide leader in instrumentation based upon energy and light
measurements, and materials-analysis characterization and preparation.
The Company provides industry, government, and academia with complete
solutions to specific analytical problems, moving sophisticated
analytical technology outside the lab. The Company's instruments are used
in virtually every industry for research and development, manufacturing,
and quality control. The Company was incorporated in Delaware in August
1995 as a wholly owned subsidiary of Thermo Instrument Systems Inc.
Thermo Instrument is a publicly traded, majority-owned subsidiary of
Thermo Electron Corporation.
An element of the Company's strategy is to acquire products and
technologies that complement those of the Company's existing businesses.
The Company acquired A.R.L. Applied Research Laboratories (ARL), VG
Elemental, and VG Systems Limited from Thermo Instrument for an aggregate
$100.7 million in cash and the assumption of $16.6 million in debt. These
businesses were originally part of the Scientific Instruments Division of
Fisons plc, a wholly owned subsidiary of Rhone-Poulenc Rorer Inc. (RPR),
a substantial portion of which was acquired by Thermo Instrument. Because
the Company and ARL, VG Elemental, and VG Systems were deemed for
accounting purposes to be under control of their common majority owner,
Thermo Instrument, the transactions have been accounted for in a manner
similar to a pooling of interests. The effective date of the acquisitions
is March 29, 1996, the date that the businesses were acquired by Thermo
Instrument. ARL is a manufacturer of Arc/Spark spectrometers and X-ray
fluorescence instruments. VG Elemental is a manufacturer of inductively
coupled plasma (ICP)/mass spectroscopy instruments. VG Systems
manufactures instrumentation and equipment for materials- and
surface-science analysis. In December 1997, Thermo Instrument and RPR
negotiated a post-closing adjustment under the terms of the purchase
agreement for the Fisons acquisition pertaining to determination of the
net assets of the Fisons businesses at the date of acquisition. This
negotiation resulted in a refund to Thermo Instrument, of which $7.3
million represents the Company's share of the refund received by Thermo
Instrument.
Effective March 12, 1997, the Company acquired Spectronic
Instruments, Inc. from Thermo Instrument for approximately $39.9 million,
which consisted of (i) $20.2 million in cash, (ii) 1,000 shares of the
Company's common stock valued at $12,000, and (iii) the assumption of
$19.7 million in debt payable to Thermo Instrument. Spectronic was
originally part of Life Sciences International plc, which was acquired by
Thermo Instrument. Spectronic is a supplier of ultraviolet/visible
(UV/Vis) spectroscopy instruments and accessories, fluorescence
instruments, and diffraction gratings components.
On December 15, 1997, the Company distributed 100% of Thermo Vision's
outstanding capital stock in the form of a dividend to the Company's
shareholders. As a result of the distribution, Thermo Vision, which is in
the photonics business, is a publicly traded, majority owned subsidiary
of Thermo Instrument.
2PAGE
In June and July 1996, the Company sold 3,450,000 shares of its
common stock in an initial public offering at $13.50 per share for net
proceeds of $42.9 million. As of January 3, 1998, Thermo Instrument owned
44,996,239 shares of the Company's common stock, representing 91% of such
stock outstanding. Thermo Instrument develops, manufactures, markets, and
services instruments and software used for identification and
quantification of complex molecular compounds and elements in gases,
liquids, and solids. Uses include pharmaceutical drug research and
clinical diagnostics, monitoring and measuring environmental pollutants,
industrial inspection, and test and control for quality assurance and
productivity improvement. In addition, Thermo Instrument develops,
manufactures, markets, and services equipment for the measurement,
preparation, storage, and automation of sample materials and photonics
and vacuum components for original equipment manufacturers (OEMs). As of
January 3, 1998, Thermo Electron owned 731,072 shares of the Company's
common stock, representing 1% of such stock outstanding. During 1997*,
Thermo Electron purchased 586,172 shares of the Company's common stock in
the open market for a total purchase price of $8.7 million. Thermo
Electron provides analytical and monitoring instruments; biomedical
products including heart-assist devices, respiratory-care equipment, and
mammography systems; paper recycling and papermaking equipment;
alternative-energy systems; industrial process equipment; and other
specialized products. Thermo Electron also provides industrial
outsourcing, particularly in environmental-liability management,
laboratory analysis, and metallurgical services, and conducts
advanced-technology research and development.
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report
on Form 10-K. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "seeks," "estimates," and similar
expressions are intended to identify forward-looking statements. There
are a number of important factors that could cause the results of the
Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the heading "Forward-looking
Statements" in the Registrant's 1997 Annual Report to Shareholders, which
statements are incorporated herein by reference.
(b) Financial Information About Industry Segments
The Company is engaged in one segment: developing, manufacturing, and
selling analytical instruments.
* References to 1997, 1996, and 1995 herein are for the fiscal years
ended January 3, 1998, December 28, 1996, and December 30, 1995,
respectively.
3PAGE
(c) Description of Business
(i) Principal Products and Services
Almost every element in the periodic table, and nearly all molecules,
provide a unique response when exposed to energy (usually light). The
Company's light-based instruments "look" at these distinctive signatures
to determine the elemental and molecular composition of solids, liquids,
and gases. Because light is nondestructive, the Company's technologies do
not destroy the sample being tested. Thus, the Company's instruments can
be found in crime labs throughout the world. They are also ideally suited
for use in manufacturing, both on and off the production line.
The Company's lines of business include molecular and elemental
analysis, and materials science. The Company's goal is to design
instruments that both analyze substances and synthesize information.
Instead of providing raw data that must be interpreted by an expert user,
the Company attempts to integrate information about the application with
a database in its instruments to provide the user with a specific answer
relevant to his or her task. For example, the airline industry uses the
Company's Fourier transform infared (FT-IR) instruments to analyze jet
engine lubricants to determine when the oil needs to be changed and uses
the Company's Arc/Spark products to identify and quantify metals present
in the airplane's engine oil. The Company's instruments use this
information to pinpoint for airplane maintenance workers when specific
engine components need to be serviced or replaced. In another example,
automobile recyclers use the Company's Arc/Spark instruments to sort
metal components of automobiles. In addition, they use its FT-IR
instruments to classify plastics which, to be effectively recycled,
cannot be mixed. The Company's instruments instantly identify each of the
plastics and tells plant workers how to sort the components, without the
necessity of interpreting complex data. Similarly, commercial recyclers
can use these instruments to assist in the sorting of plastics collected
in curbside recycling programs.
The applications for the Company's products are growing as the
Company continues to develop increasingly sophisticated instruments that
have enormous analytical power, but are easy to use for operators with
varying levels of education and technical expertise. Examples of some of
the uses for the Company's products follow:
Semiconductor manufacturers rely on the Company's Auger and Electron
Spectroscopy for Chemical Analysis (ESCA) instruments to help them in
building the next generation of processors, analyzing the surface
properties of chips in R&D and failure analysis. They also use FT-IR
instruments in quality control, and to monitor the air in production labs
to ensure the safety of their workers.
Pharmaceutical and chemical manufacturers use the Company's FT-IR and
UV/Vis instruments to assess the quality of active ingredients during the
production process. They use FT-Raman instruments to "look" through the
plastic or glass container to ensure that the contents match the label on
the outside.
4PAGE
The beverage industry uses the Company's UV/Vis instruments to ensure
that orange juice concentrate formulations are blended consistently to
specification, and ICP instruments to validate the vitamin and mineral
content for nutrition labels.
The Company's portable UV/Vis spectrophotometers are available in
many home decorating stores, designed to take the frustration and
guesswork out of paint color matching. Customers can bring paint or
fabric samples to the paint store or can bring home a hand-held device,
take a reading from a wall, drape, rug, or whatever needs to be matched,
and bring it back to the store where the device is plugged into a
computer. The dealer uses the formula from the samples to create a color
prescription and a paint-dispensing system automatically mixes a matched
can of paint.
The Company's ICP and atomic absorption spectroscopy instruments are
also used by municipalities in environmental monitoring to ensure the
quality of the air we breathe and the water we drink.
The Company's molecular beam epitaxy products are used in the
production of devices for telecommunications equipment, such as mobile
phones, high-speed networks, and digital switches. These instruments are
used to grow and measure the thin films, with the precision of a single
atomic layer, that are the heart of these devices.
Police departments and forensic labs around the world use the
Company's UV/Vis instruments to identify the type and country-of-origin
of illicit substances and to analyze crime scene evidence.
The Company's strategy is to continue to develop and acquire products
and technologies and to provide its customers with quality support
services and applications expertise.
Sales and Marketing
The Company markets its instruments internally through its own
worldwide sales force and through a network of dealers and distributors.
In addition, the Company sells certain components and instruments
pursuant to OEM arrangements under which third parties purchase and
resell the Company's products. The Company's sales force is supported
throughout the world by a customer support group which provides training,
instrument servicing, and parts replacement.
(ii) and (xi) New Products; Research and Development
The Company maintains active programs for the development of new
technologies and the enhancement of existing products. Research and
development expenses were $28.1 million, $24.5 million, and $13.0 million
in 1997, 1996, and 1995, respectively.
(iii) Raw Materials
Raw materials, components, and supplies purchased by the Company are
either available from a number of different suppliers or from alternative
5PAGE
sources that could be developed without a material adverse effect on the
Company. To date, the Company has experienced no difficulties in
obtaining these materials.
(iv) Patents, Licenses, and Trademarks
The Company's policy is to protect its intellectual property rights,
including applying for and obtaining patents when appropriate. The
Company holds patents relating to its technologies, with additional
patents pending. The Company also enters into licensing agreements with
other companies and government agencies in which it grants or receives
rights to specific patents and technical know-how. The Company also
considers technical know-how, trade secrets, and trademarks to be
important to its business.
(v) Seasonal Influences
There are no significant seasonal influences on the Company's sales
of its products.
(vi) Working Capital Requirements
There are no special inventory requirements or credit terms extended
to customers that would have a material adverse effect on the Company's
working capital.
(vii) Dependency on a Single Customer
No single customer accounted for more than 10% of the Company's total
revenues in any of the past three years.
(viii) Backlog
The Company's backlog of firm orders was $93.7 million and $92.1
million as of January 3, 1998, and December 28, 1996, respectively. The
Company believes that substantially all of the backlog at January 3,
1998, will be shipped or completed during 1998. Certain of these orders
are subject to cancellation by the customer upon payment of a
cancellation charge. The Company does not believe that the size of its
backlog is necessarily indicative of intermediate or long-term trends in
its business.
(ix) Government Contracts
Not applicable.
(x) Competition
The Company competes in each of its markets primarily on performance,
reliability, customer service, and price. In the market for elemental and
molecular analysis, the Company competes primarily with The Perkin-Elmer
Corporation, Varian Associates, Inc., Hewlett-Packard Co., Spectro, the
Digilab division of Bio-Rad Laboratories, Inc., Bruker Instruments, Inc.,
and Shimadzu Corporation. In the market for materials-analysis
6PAGE
characterization, the Company competes primarily with Physical
Electronics, Inc., Riber Instruments S.A., Kratos (a division of
Shimadzu), and Omicron.
(xii) Environmental Protection Regulations
The Company believes that compliance by the Company with federal,
state, and local environmental protection regulations will not have a
material adverse effect on its capital expenditures, earnings, or
competitive position.
(xiii) Number of Employees
As of January 3, 1998, the Company employed 2,341 people.
(d) Financial Information About Exports by Domestic Operations and About
Foreign Operations
Financial information about exports by domestic operations and about
foreign operations is summarized in Note 10 to Consolidated Financial
Statements in the Registrant's 1997 Annual Report to Shareholders and is
incorporated herein by reference.
(e) Executive Officers of the Registrant
Present Title (Year First Became
Name Age Executive Officer)
----------------------- --- ------------------------------------
Dr. Robert J. Rosenthal 41 President and Chief Executive Officer
(1995)
John N. Hatsopoulos* 63 Chief Financial Officer and Senior
Vice President (1995)
Gerard Abraham 50 Vice President (1998)
Roger Herd 60 Vice President (1998)
Paul F. Kelleher 55 Chief Accounting Officer (1995)
*John N. Hatsopoulos and George N. Hatsopoulos, a director of the
Company, are brothers.
Each executive officer serves until his successor is chosen or
appointed by the Board of Directors and qualified or until his earlier
resignation, death, or removal. Messrs. Hatsopoulos and Kelleher have
held comparable positions for at least five years with Thermo Instrument
and Thermo Electron. Dr. Rosenthal has been President and Chief Executive
Officer since January 1998, and from August 1995 to 1997, was Executive
Vice President and Chief Operating Officer. Dr. Rosenthal was President
of Nicolet from 1993 until December 1997. Mr. Abraham has been Vice
President since January 1998, and from 1993 to 1997, was President of
ARL. Mr. Herd has been Vice President since January 1998, and Managing
Director of VG Systems since April 1996. Mr. Herd was Manager of
International Business Development for Thermo Instrument from April 1994
to April 1996, and prior to April 1994, was Managing Director of Thermo
Instrument Australia PTY Ltd. Messrs. Rosenthal, Abraham, and Herd are
full-time employees of the Company. Messrs. Hatsopoulos and Kelleher are
full-time employees of Thermo Electron, but devote such time to the
affairs of the Company as the Company's needs reasonably require.
7PAGE
Item 2. Properties
The Company owns approximately 718,000 square feet of office and
manufacturing space principally in Wisconsin, Colorado, New York,
England, and Switzerland, and leases an additional 652,000 square feet of
office and manufacturing space under leases expiring from 1998 through
2017, principally in Massachusetts, Connecticut, and England. The Company
believes that its facilities are in good condition and are suitable and
adequate to meet current needs and that suitable space is readily
available if any of such leases are not extended. With respect to leases
expiring in the near future, in the event that the Company does not renew
such leases, the Company believes suitable alternate space is available
for lease on acceptable terms.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Information concerning the market and market price for the
Registrant's common stock, $.01 par value, and dividend policy is
included under the sections labeled "Common Stock Market Information" and
"Dividend Policy" in the Registrant's 1997 Annual Report to Shareholders
and is incorporated herein by reference.
Item 6. Selected Financial Data
The information required under this item is included under the
sections labeled "Selected Financial Information" and "Dividend Policy"
in the Registrant's 1997 Annual Report to Shareholders and is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the
heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Registrant's 1997 Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of January 3,
1998, and Supplementary Data are included in the Registrant's 1997 Annual
Report to Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
8PAGE
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required under this item is
incorporated herein by reference from the material contained under the
caption "Election of Directors" in the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, not later than 120 days after the close of
the fiscal year. The information concerning delinquent filers pursuant to
Item 405 of Regulation S-K is incorporated herein by reference from the
material contained under the heading "Section 16(a) Beneficial Ownership
Reporting Compliance" under the caption "Stock Ownership" in the
Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120
days after the close of the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive
Compensation" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership"
in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later
than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship
with Affiliates" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the close of the fiscal year.
9PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the list
below are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in
the list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference
are set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this
Item 14
Information incorporated by reference from Exhibit 13 filed
herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or not required, or because the required information is shown
either in the financial statements or in the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
10PAGE
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 19, 1998 THERMO OPTEK CORPORATION
By: Robert J. Rosenthal
-------------------------
Robert J. Rosenthal
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated below, as of March 19,
1998.
Signature Title
--------- -----
By: Robert J. Rosenthal President, Chief Executive Officer,
---------------------------
Robert J. Rosenthal and Director
By: John N. Hatsopoulos Chief Financial Officer
---------------------------
John N. Hatsopoulos and Senior Vice President
By: Paul F. Kelleher Chief Accounting Officer
---------------------------
Paul F. Kelleher
By: George N. Hatsopoulos Director
---------------------------
George N. Hatsopoulos
By: Stephen R. Levy Director
---------------------------
Stephen R. Levy
By: Earl R. Lewis Chairman of the Board and Director
---------------------------
Earl R. Lewis
By: Robert A. McCabe Director
---------------------------
Robert A. McCabe
By: Arvin H. Smith Director
---------------------------
Arvin H. Smith
11PAGE
Report of Independent Public Accountants
----------------------------------------
To the Shareholders and Board of Directors of Thermo Optek Corporation:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermo Optek
Corporation's Annual Report to Shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 17,
1998. Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14 on page 10 is
the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in the
audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
February 17, 1998
12PAGE
SCHEDULE II
THERMO OPTEK CORPORATION
Valuation and Qualifying Accounts
(In thousands)
Balance at Provision Accounts Balance
Beginning Charged to Accounts Written at End
of Year Expense Recovered Off Other (a) of Year
----------------------------------------------------------------------------
Allowance for
Doubtful
Accounts
Year Ended
Jan. 3, 1998 $4,997 $ 593 $ 83 $(1,036) $ 554 $5,191
Year Ended
Dec. 28, 1996 $5,669 $1,074 $ (33) $(2,739) $1,026 $4,997
Year Ended
Dec. 30, 1995 $2,783 $ 378 $ 32 $ (788) $3,264 $5,669
____________________
(a) Includes allowance of businesses acquired during the year as described
in Note 2 to Consolidated Financial Statements in the Registrant's 1997
Annual Report to Shareholders and the effect of foreign currency
translation.
13PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
2.1 Stock Purchase Agreement dated as of November 4, 1996,
among Thermo Instrument Systems Inc., SID Instruments Inc.,
and ATI Acquisition Corp. (filed as Exhibit 2.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 28, 1996 [File No. 1-11757] and
incorporated herein by reference).
2.2 Stock Purchase Agreement dated as of November 4, 1996,
between Thermo Instrument and the Company (filed as Exhibit
2.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1996 [File No. 1-11757] and
incorporated herein by reference).
2.3 Share Purchase Agreement dated as of July 30, 1997, between
the Company and Thermo Instrument (filed as Exhibit 2 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 28, 1997 [File No. 1-11757] and incorporated
herein by reference).
3.1 Certificate of Incorporation, as amended, of the Company
(filed as Exhibit 3.l to the Company's Registration
Statement on Form S-1 [Reg. No. 333-03630] and incorporated
herein by reference).
3.2 By-laws of the Company (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 [Reg. No.
333-03630] and incorporated herein by reference).
10.1 Corporate Services Agreement dated as of August 18, 1995,
between Thermo Electron Corporation and the Company (filed
as Exhibit 10.1 to the Company's Registration Statement on
Form S-1 [Reg. No. 333-03630] and incorporated herein by
reference).
10.2 Thermo Electron Corporate Charter, as amended and restated
effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993 [File No. 1-8002] and incorporated
herein by reference).
10.3 Tax Allocation Agreement dated as of August 18, 1995,
between Thermo Electron and the Company (filed as Exhibit
10.3 to the Company's Registration Statement on Form S-1
[Reg. No. 333-03630] and incorporated herein by reference).
10.4 Amended and Restated Master Repurchase Agreement dated as
of December 28, 1996, between Thermo Electron and the
Company (filed as Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 28,
1996 [File No. 1-11757] and incorporated herein by
reference).
14PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
10.5 Amended and Restated Master Guarantee Reimbursement and
Loan Agreement dated as December 5, 1997, between Thermo
Electron and the Company (filed as Exhibit 10.35 to Thermo
Instrument's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998 [File No. 1-9786] and incorporated
herein by reference).
10.6 Amended and Restated Master Guarantee Reimbursement and
Loan Agreement dated as of December 5, 1997 between Thermo
Instrument and the Company.
10.7 Equity Incentive Plan of the Company (filed as Exhibit 10.6
to the Company's Registration Statement on Form S-1 [Reg.
No. 333-03630] and incorporated herein by reference).
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may be
granted awards under stock-based compensation plans of
Thermo Electron and Thermo Instrument for services rendered
to the Registrant or such affiliated corporations. The
terms of such plans are substantially the same as those of
the Company's Equity Incentive Plan.
10.8 Deferred Compensation Plan for Directors of the Company
(filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-1 [Reg. No. 333-03630] and incorporated
herein by reference).
10.9 Directors Stock Option Plan of the Company (filed as
Exhibit 10.8 to the Company's Registration Statement on
Form S-1 [Reg. No. 333-03630] and incorporated herein by
reference).
10.10 Form of Indemnification Agreement for Officers and
Directors (filed as Exhibit 10.9 to the Company's
Registration Statement on Form S-1 [Reg. No. 333-03630] and
incorporated herein by reference).
10.11 Fiscal Agency Agreement dated as of October 12, 1995,
between the Company and The Chase Manhattan Bank (formerly
Chemical Bank) (filed as Exhibit 10.10 to the Company's
Registration Statement on Form S-1 [Reg. No. 333-03630] and
incorporated herein by reference).
10.12 Stock Purchase Agreement dated as of April 11, 1996,
between the Company and Thermo Instrument (filed as Exhibit
10.11 to the Company's Registration Statement on Form S-1
[Reg. No. 333-03630] and incorporated herein by reference).
15PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
10.13 Asset Transfer Agreement dated as of December 31, 1995, by
and among the Company, Nicolet Instrument Corporation, and
Thermo Instrument (filed as Exhibit 10.12 to the Company's
Registration Statement on Form S-1 [Reg. No. 333-03630] and
incorporated herein by reference).
10.14 Indemnification Agreement dated as of November 4, 1996,
between Thermo Instrument and the Company (filed as Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1996 [File No. 1-11757] and
incorporated herein by reference).
10.15 Restated Stock Holdings Assistance Plan and Form of
Promissory Note (filed as Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 28, 1996 [File No. 1-11757] and incorporated
herein by reference).
10.16 $40,000,000 Promissory Note dated as of August 5, 1997,
issued by the Company to Thermo Electron (filed as
Exhibit 10 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1997 [File No. 1-11757] and
incorporated herein by reference).
10.17 $3,800,000 Promissory Note dated as of July 14, 1997,
issued by Thermo Vision Corporation to Thermo Electron
Corporation (filed as Exhibit 10 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 27,
1997 [File No. 1-11757] and incorporated herein by
reference).
10.18 $3.6 Million Principal Amount Promissory Note and
$347,438 Principal Amount Promissory Note, both due
February 18, 2000, issued by Thermo Vision to Thermo
Optek (filed as Exhibit 10.17 to the Thermo Vision's
Registration Statement on Form 10 [File No. 1-13391]
and incorporated herein by reference).
13 Annual Report to Shareholders for the Year Ended
January 3, 1998 (only those portions incorporated
herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule for the Year Ended January 3,
1998.
16PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
27.2 Financial Data Schedule for the Quarter Ended June 28,
1996 (restated for the adoption of SFAS No. 128 and
the acquisition of VG Systems).
27.3 Financial Data Schedule for the Quarter Ended September 27,
1996 (restated for the adoption of SFAS No. 128 and the
acquisition of VG Systems).
27.4 Financial Data Schedule for the Year Ended December
28, 1996 (restated for the adoption of SFAS No. 128
and the acquisition of VG Systems).
27.5 Financial Data Schedule for the Quarter Ended April 4,
1997 (restated for the adoption of SFAS No. 128 and
the acquisition of VG Systems).