-----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, EDZhjpXxeKbLJPVxhfd8Ykas9e6he4gtdHlwJulieKxj5NVDDdPokE8gwEncTaVq xZEE6Y3PVNsy4rOYebsbUA== 0001012555-98-000007.txt : 19980525 0001012555-98-000007.hdr.sgml : 19980525 ACCESSION NUMBER: 0001012555-98-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980506 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980521 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12745 FILM NUMBER: 98629313 BUSINESS ADDRESS: STREET 1: 220 MILL RD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5082512000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254-9046 8-K 1 THERMEDICS DETECTION INC. FORM 8-K 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): May 6, 1998 ---------------------------------------- THERMEDICS DETECTION INC. (Exact name of Registrant as specified in its charter) Massachusetts 1-12745 04-3106698 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 220 Mill Road Chelmsford, Massachusetts 01824-4178 (Address of principal executive offices) (Zip Code) (781) 622-1000 (Registrant's telephone number including area code) Item 2. Acquisition or Disposition of Assets On May 6, 1998, Thermedics Detection Inc. (the "Company") acquired Orion Research Inc. ("Orion Research"), a wholly owned subsidiary of Thermedics Inc. ("Thermedics"), in exchange for the right to receive 5,961,225 shares of the Company's common stock. Orion Research manufactures electrode-based chemical-measurement products that determine the quality of a wide variety of substances by measuring components, such as pH, ion, dissolved oxygen, and conductivity levels. These products are used in the agricultural, biomedical research, food-processing, and pharmaceutical industries. In 1997, Orion Research's revenues and net income were $53,054,000 and $6,437,000, respectively. The acquisition was made pursuant to an Agreement and Plan of Reorganization dated as of May 6, 1998 (the "Agreement"), among the Company, Orion Acquisition Inc., a wholly owned subsidiary of the Company ("Acquisition"), Thermedics and Orion Research. Under the terms of the Agreement, (i) Acquisition will merge with and into Orion Research, (ii) outstanding shares of Orion Research's common stock will be cancelled and converted into the right to receive 5,961,225 shares of the Company's common stock, (iii) each outstanding share of Acquisition's common stock will be cancelled and converted into one share of the common stock of Orion Research, and (iv) Orion Research will become a wholly owned subsidiary of the Company. The shares of the Company's common stock to be issued in connection with the acquisition will be so issued as soon as such shares are listed for trading upon the American Stock Exchange, Inc. The exchange requires that the listing be approved by the holders of a majority of the Company's outstanding shares present and voting at a shareholders' meeting. The meeting is expected to be held before the end of fiscal 1998. Thermedics has agreed to vote all of the shares of the Company's common stock held by it as of the record date of the meeting in favor of the listing of the Company's shares and all matters related thereto. Before giving effect to the issuance of the shares to be issued pursuant to the Agreement, Thermedics owned approximately 77% of the outstanding common stock of the Company. Giving effect to the issuance of such shares, Thermedics owns approximately 84% of such outstanding common stock. The consideration to be paid for Orion Research was based on the Company's determination of the fair market value of Orion Research's business. Based on the average of the closing prices of the Company's common stock as reported on the American Stock Exchange for the five trading days ending on April 13, 1998 (the date preceding the Company's announcement of its intention to acquire Orion Research), the shares to be issued to Thermedics had a value of $65,800,000 prior such announcement. Because the Company and Orion Research were deemed for accounting purposes to be under control of their common majority owner, Thermedics, the transaction has been accounted for at historical cost in a manner similar to a pooling of interests. Accordingly, the Company's financial statements (including the financial statements included as part of the Company's Quarterly Report on Form 10-Q for the quarter ended April 4, 1998) include the results of Orion Research from December 1, 1995, the date Orion Research was acquired by Thermedics, and the shares issuable subject to listing on the Exchange have been deemed outstanding from that date. The Company has no present intention to use Orion Research's assets for purposes materially different from the purposes for which such assets were used prior to the acquisition. However, the Company will review Orion Research's business and assets, corporate structure, capitalization, operations, properties, policies, management and personnel and, upon completion of this review, may develop alternative plans or proposals, including mergers, transfers of a material amount of assets or other transactions or changes relating to such business. Item 7. Financial Statements, Pro Forma Combined Condensed Financial Information and Exhibits (a) Financial Statements of Business Acquired: Information meeting the requirements of this Item 7(a) will be filed by amendment within the time period permitted by Item 7(a)(4) of Form 8-K. (b) Pro Forma Combined Condensed Financial Information: Information meeting the requirements of this Item 7(b) will be filed by amendment within the time period permitted by Item 7(a)(4) of Form 8-K. (c) Exhibits 2. Agreement and Plan of Reorganization dated as of May 6, 1998 by and among the Company, Orion Acquisition Inc., Thermedics Inc., and Orion Research Inc. (filed as Exhibit 2.3 to the Company's Quarterly Report on Form 10-Q and incorporated herein by reference). 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 20th day of May, 1998. THERMEDICS DETECTION INC. By: /s/ Melissa F. Riordan Melissa F. Riordan Treasurer -----END PRIVACY-ENHANCED MESSAGE-----