-----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, D+hi8+QIxcw2mWqRSgBMQi7kLRD5mZhSSDa5DrWP46S64NM273a35xhOCzQ7bYwn Jr7t5fHSOq8K3VL5waSIQQ== 0001012555-99-000008.txt : 19990615 0001012555-99-000008.hdr.sgml : 19990615 ACCESSION NUMBER: 0001012555-99-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990611 EFFECTIVENESS DATE: 19990611 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: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80463 FILM NUMBER: 99644742 BUSINESS ADDRESS: STREET 1: 220 MILL RD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5082512000 MAIL ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4178 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 11, 1999. 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) THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN THERMO ELECTRON CORPORATION - THERMEDICS DETECTION INC. NONQUALIFIED STOCK OPTION PLAN THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN THERMEDICS INC. DIRECTORS STOCK OPTION PLAN THERMEDICS DETECTION INC. EMPLOYEES EQUITY INCENTIVE PLAN THERMEDICS DETECTION INC. EQUITY INCENTIVE PLAN (Full Titles of the Plans) Sandra L. Lambert, Clerk Thermedics Detection Inc. c/o Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, Massachusetts 02454-9046 (Name and Address of Agent for Service) (781) 622-1000 (Telephone Number, Including Area Code, 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 02454-9046 --------------- CALCULATION OF REGISTRATION FEE Title of Proposed securities Amount Proposed Maximum Amount of to be to be Maximum Aggregate Registration registered registered Offering Offering Price Fee Price Per Share Common Stock, $.10 par value 1,335,000 $9.96875 $13,308,281.25 $3,700.00 per share shares (1) (3) (3) (2) In addition, pursuant to Rule 416(c) 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 splits. (1) The shares registered hereunder are divided among the various plans as set forth in the following table: Name of Plan No. of Shares Thermo Electron Corporation MoneyMatch Plus Plan 75,000 Thermo Electron Corporation - Thermedics Detection Inc. Nonqualified Stock Option Plan 100,000 Thermo Electron Corporation Directors Stock Option Plan 30,000 Thermedics Inc. Directors Stock Option Plan 30,000 Thermedics Detection Inc. Employees Equity Incentive Plan 600,000 Thermedics Detection Inc. Equity Incentive Plan 500,000 (2) The number of shares of Common Stock which will actually be issued under the Thermo Electron Corporation MoneyMatch Plus Plan (the "MoneyMatch Plan") cannot be determined at this time, as the number of shares of Common Stock purchased by the administrator of the MoneyMatch Plan will depend on the amount of contributions to be used to purchase shares of the Registrant's Common Stock in the open market and the prevailing market prices. (3) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(h) 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 1,335,000 shares and (2) the average of the high and low sales prices, $10.1875 and $9.75, respectively, of the Registrant's Common Stock on the American Stock Exchange on June 9, 1999 as reported in the consolidated reporting system. EXPLANATORY NOTE With respect to the Thermedics Detection Inc. Equity Incentive Plan (the "TDX Equity Plan"), this Registration Statement is filed pursuant to General Instruction E of Form S-8 in order to register additional securities of the same class as other securities for which a registration statement relating to such employee benefit plan is effective. On May 30, 1997, the Company filed a registration statement on Form S-8 (Reg. No. 333-28093) to register 333,334 shares of Common Stock reserved for issuance under the TDX Equity Plan. The addition of this Registration Statement brings the total number of shares registered for issuance under the TDX Equity Plan to 833,334. The contents of the previously filed registration statement relating to the TDX Equity Plan are incorporated herein by reference except for the items that are set forth below. Pursuant to Instruction E, this Registration Statement contains such information required by Form S-8 that is not otherwise included in the previous registration statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to the respective participants in the plans listed on the cover page of this Registration Statement 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 Annual Report on Form 10-K for the fiscal year ended January 2, 1999; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 1999; and (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 such description may be amended from time to time. 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 of 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 a full-time employee of Thermo Electron Corporation ("Thermo Electron"), the majority stockholder of Thermedics Inc. ("Thermedics"), which in turn is the majority stockholder of the Company, is an officer of the Company, Thermedics and Thermo Electron, and owns or has the right to acquire 5,000 shares of Common Stock, 9,565 shares of the common stock, $.10 par value per share, of Thermedics, and 348,828 shares of the common stock, $1.00 par value per share, of Thermo Electron. 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 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 from 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 end 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 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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 Registrant 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 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 therein, and the offering of such securities at that time shall be deemed to 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. 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 Chelmsford, Commonwealth of Massachusetts, on this 1lth day of June, 1999. THERMEDICS DETECTION INC. By: /s/ James Barbookles James Barbookles President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned Directors and Officers of Thermedics Detection Inc. hereby appoints Theo Melas-Kyriazi, Paul F. Kelleher, Kenneth J. Apicerno, 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/ James Barbookles Officer and Director June 11, 1999 - ---------------------- James Barbookles /s/ Theo Melas-Kyriazi Chief Financial Officer June 11, 1999 - ---------------------- Theo Melas-Kyriazi /s/ Paul F. Kelleher Chief Accounting Officer June 11, 1999 - ---------------------- Paul F. Kelleher /s/ John W. Wood Jr. Chairman of the Board of June 11, 1999 - ---------------------- Directors John W. Wood Jr. /s/ Morton Collins Director June 11, 1999 - ---------------------- Morton Collins /s/ John T. Keiser Director June 11, 1999 - ---------------------- John T. Keiser /s/ Matthew C. Weisman Director June 11, 1999 - ---------------------- Matthew C. Weisman Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan Administrator of the Thermo Electron Corporation MoneyMatch Plus Plan 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 11th day of June, 1999. Thermo Electron Corporation MoneyMatch Plus Plan By: Thermo Electron Corporation, Plan Administrator By: /s/ Kenneth J. Apicerno Kenneth J. Apicerno Treasurer EXHIBIT INDEX Exhibit Number Description 5.1 Opinion of Seth H. Hoogasian, Esq. 5.2 Internal Revenue Service Determination Letter, dated May 15, 1995, with respect to the qualification of the Thermo Electron Corporation MoneyMatch Plus Plan under Section 401 of the Internal Revenue Code. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Seth H. Hoogasian, Esq. (contained in his opinion filed as Exhibit 5.1). 24 Power of Attorney (see signature pages to this Registration Statement). EXHIBIT 5.1 Thermedics Detection Inc. 220 Mill Road Chelmsford, Massachusetts 01824-4178 June 11, 1999 Thermedics Detection Inc. 220 Mill Road Chelmsford, Massachusetts 01824-4178 Re: Registration Statement on Form S-8 Relating to 1,335,000 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 1,335,000 shares of the Company's Common Stock, $.10 par value per share (the "Shares") subject to the following employee benefit plans (each, a "Plan"), as well as an indeterminate amount of related interests in such Plans (the "Interests"): Thermo Electron Corporation MoneyMatch Plus Plan, Thermo Electron Corporation - Thermedics Detection Inc. Nonqualified Stock Option Plan, Thermo Electron Corporation Directors Stock Option Plan, Thermedics Inc. Directors Stock Option Plan, Thermedics Detection Inc. Equity Incentive Plan, and Thermedics Detection Inc. Employees Equity Incentive Plan. 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. 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 am also of the opinion that the respective Plans confer valid Interests upon the participants in such Plans, to the extent and upon the terms and conditions described in such Plans. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Seth H. Hoogasian Seth H. Hoogasian General Counsel EXHIBIT 5.2 Internal Revenue Service Department of the Treasury District Director G.P.O. Box 1680 Brooklyn, NY 11202 Employer Identification Number: Date: May 15, 1995 04-2209186 File Folder Number: 043002050 THERMO ELECTRON CORPORATION Person to Contact: 81 WYMAN STREET SANDRA JORDAN WALTHAM, MA 02254 Contact Telephone Number: (617) 565-7808 Plan Name: THERMO ELECTRON CORPORATION MONEY MATCH PLUS PLAN Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated December 30, 1994. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401 (b). This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401 (a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This plan satisfies the nondiscriminatory current availability requirements of section 1.401 (a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410 (b) of the Code. This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of the regulations with respect to the specific benefits, rights, or features for which you have provided information. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Herbert J. Huff Herbert J. Huff District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum Exhibit 23.1 Consent of Independent Public Accountants ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 1999, included in Thermedics Detection Inc.'s Annual Report on Form 10-K for the year ended January 2, 1999, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Boston, Massachusetts June 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----