-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rkc87+6nYUwAD56dlFzqlOo3AkyYHLTwyba0yWoX+xZzXaL1YHOfh9tECJZz+d/2 bfheA1/k1wf7vUqjWw7Vcg== 0001012555-97-000007.txt : 19970602 0001012555-97-000007.hdr.sgml : 19970602 ACCESSION NUMBER: 0001012555-97-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970530 EFFECTIVENESS DATE: 19970530 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS DETECTION INC CENTRAL INDEX KEY: 0001012555 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 043106698 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28093 FILM NUMBER: 97616855 BUSINESS ADDRESS: STREET 1: 220 MILL RD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254-9046 S-8 1 As filed with the Securities and Exchange Commission on May 30, 1997. Registration No. 333- _____________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-8 Registration Statement Under The Securities Act of 1933 _______________ THERMEDICS DETECTION INC. (Exact name of registrant as specified in its charter) _______________ MASSACHUSETTS 04-3106698 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 220 Mill Road Chelmsford, Massachusetts 01824-4178 (Address of Principal Executive Offices) (Zip Code) THERMEDICS DETECTION INC. EQUITY INCENTIVE PLAN THERMEDICS INC.-THERMEDICS DETECTION INC. NONQUALIFIED STOCK OPTION PLAN THERMEDICS DETECTION INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS (Full Title of Plan) Sandra L. Lambert, Clerk Thermedics Detection Inc. c/o Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, Massachusetts 02254-9046 (Name and Address of Agent for Service) Copies to: Seth H. Hoogasian, Esq., General Counsel Thermedics Detection Inc. c/o Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, Massachusetts 02254-9046 (617) 622-1000 (Telephone Number, Including Area Code, of Agent For Service) PAGE _______________ CALCULATION OF REGISTRATION FEE Title of Proposed Proposed securities Amount Maximum Maximum Amount of to be to be Offering Aggregate Registration registered registered Price Per Offering Price Fee Share Common Stock, $.10 par 691,668 $12 3/32 $8,364,860 (2) $2,535 value per shares (1) (2) share In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares of the Registrant's Common Stock as may be issuable in connection with adjustments under the employee benefit plans described herein to reflect certain changes in the Registrant's capital structure, including stock dividends or stock split-ups. _______________ (1) The shares registered hereunder are divided among the various plans as set forth in the following table: Name of Plan No. of Shares ------------ ------------- Thermedics Detection Inc. Equity Incentive Plan 333,334 Thermedics Inc. - Thermedics Detection Inc. Nonqualified Stock Option Plan 333,334 Thermedics Detection Inc. Deferred Compensation Plan for Directors 25,000 (2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(g) under the Securities Act of 1933. The calculation of the proposed maximum aggregate offering price has been based upon (1) the registration hereunder of an aggregate of 333,334 shares and (2) the average of the high and low sales prices, $12 3/16 and $12, respectively, of the Registrant's Common Stock on the American Stock Exchange on May 29, 1997 as reported in The Wall Street Journal. PAGE PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in respective plans listed on the cover page of this Registration Statement (collectively, the "Plans") pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). As used in this Registration Statement, the terms "Registrant" or "Company" refer to Thermedics Detection Inc. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) 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"). The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference: (a) The Company's Prospectus dated February 21, 1997, as supplemented with that certain Supplement dated March 26, 1997, each as filed with the Securities and Exchange Commission pursuant to Rule 424(b). (b) The Company's Quarterly Report on Form 10-Q for the three-month period ended March 29, 1997. (c) 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 or proxy statements filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered herein have been sold, or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Common Stock offered hereby has been passed upon by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian is also General Counsel of Thermedics Inc., the majority stockholder of the II-1 PAGE Company, and of Thermo Electron Corporation, the majority stockholder of Thermedics Inc., and owns or has the right to acquire, pursuant to the exercise of stock options, shares of the Common Stock of the Company, of Thermedics Inc. and of Thermo Electron Corporation, and of certain of Thermo Electron's subsidiaries, the fair market value of which exceeds $50,000. Item 6. Indemnification of Directors and Officers. The Massachusetts Business Corporation Law and the Company's Articles of Organization and By-Laws limit the monetary liability of directors to the Company and to its stockholders and provide for indemnification of the Company's officers and directors for liabilities and expenses that they may incur in such capacities. In general, officers and directors are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. The Company also has indemnification agreements with its directors and officers that provide for the maximum indemnification allowed by law. Thermo Electron Corporation has an insurance policy which insures the directors and officers of Thermo Electron and its subsidiaries, including the Company, against certain liabilities which might be incurred in connection with the performance of their duties. Item 7. Exemption of Registration Claimed. Not Applicable. Item 8. Exhibits. The Exhibit Index immediately preceding the exhibits is attached hereto and incorporated herein by reference. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in II-2 PAGE the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 PAGE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 30th day of May, 1997. THERMEDICS DETECTION INC. By: /s/ Jeffrey J. Langan Jeffrey J. Langan President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned Directors and Officers of Thermedics Detection Inc. hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan W. Painter, Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title --------- ----- Date ---- ---- President, Chief Executive /s/ Jeffrey J. Langan Officer and Director May 30, 1997 Jeffrey J. Langan Vice President, Chief /s/ John N. Hatsopoulos Financial Officer Director May 30, 1997 John N. Hatsopoulos /s/ Paul F. Kelleher Chief Accounting Officer May 30, 1997 Paul F. Kelleher II-4 PAGE Signature Title --------- ----- Date ---- ---- /s/ John W. Wood Jr. Director May 30, 1997 John W. Wood Jr. /s/ Morton Collins Director May 30, 1997 Morton Collins /s/ Matthew C. Weisman Director May 30, 1997 Matthew C. Weisman II-5 PAGE EXHIBIT INDEX Exhibit Sequential Number Description Page No. 5 Opinion of Seth H. Hoogasian, Esq. 9 23.1 Consent of Arthur Andersen LLP 11 23.2 Consent of Deloitte & Touche Registeraccountants 12 23.3 Consent of Seth H. Hoogasian, Esq. (contained in his opinion filed as Exhibit 5). 24 Power of Attorney (see signature pages to this Registration Statement). AA971410042 II-6 EX-5 2 EXHIBIT 5 Thermedics Detection Inc. 220 Mill Road Chelmsford, Massachusetts 01824-4178 May 30, 1997 Thermedics Detection Inc. 220 Mill Road Chelmsford, Massachusetts 01824-4178 Re: Registration Statement on Form S-8 Relating to 691,668 Shares of the Common Stock, $.10 par value, of Thermedics Detection Inc. --------------------------------------- Dear Sirs: I am General Counsel to Thermedics Detection Inc., a Massachusetts corporation (the "Company"), and have acted as counsel in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement"), of 691,668 shares of the Company's Common Stock, $.10 par value per share (the "Shares"), subject to the following employee benefit plans (each, a "Plan"): the Thermedics Detection Inc. Equity Incentive Plan; the Thermedics Inc. - Thermedics Detection Inc. Nonqualified Stock Option Plan; and the Thermedics Detection Inc. Deferred Compensation Plan for Directors. I or a member of my legal staff have reviewed the corporate proceedings taken by the Company with respect to the authorization of the issuance of the Shares. I or a member of my legal staff have also examined and relied upon originals or copies, certified or otherwise authenticated to my satisfaction, of all corporate records, documents, agreements or other instruments of the Company and have made all investigations of law and have discussed with the Company's representatives all questions of fact that I have deemed necessary or appropriate. Based upon and subject to the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in corporate good standing under the laws of the Commonwealth of Massachusetts. 2. The issuance and sale of the Shares as contemplated in the Registration Statement have been duly authorized by the Company. PAGE 3. The Shares, when issued and sold in accordance with the provisions of the applicable Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, Seth H. Hoogasian General Counsel AA971500009 EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports for Thermedics Detection Inc. dated February 3, 1997, and for Moisture Systems Corporation and Moisture Systems Limited dated February 3, 1997 (and to all references to our Firm) included in or made a part of Thermedics Detection Inc.'s Registration Statement on Form S-8. ARTHUR ANDERSEN LLP Boston, Massachusetts May 27, 1997 AA971500007 EX-23 4 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS May 27, 1997 We hereby consent to the incorporation by reference in this Registration Statement of Thermedics Detection Inc. on Form S-8 of our report dated January 29, 1997 (relating to the consolidated financial statements of Rutter & Co. B.V. for the period from January 25, 1996 to December 28, 1996) appearing in the Prospectus which forms a part of Thermedics Detection Inc.'s Registration Statement on Form S-1 (Registration Number 333-19199). We also consent to the incorporation by reference in this Registration Statement of Thermedics Detection Inc. on Form S-8 of our report dated March 13, 1997 (except for the disclosures included in the supplementary information under the caption "United States Generally Accepted Accounting Principles (U.S. GAAP)" which is as of December 20, 1996) relating to the consolidated financial statements of Rutter & Co. B.V. for the two years ended December 31, 1995 appearing in the Prospectus which forms a part of Thermedics Detection Inc.'s Registration Statement on Form S-1 (Registration Number 333-19199). Deloitte & Touche Registeraccountants AA971410056 -----END PRIVACY-ENHANCED MESSAGE-----