-----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, Uc/rwCAGKrK1Ha42LnEKTBwj8OZh5Sqj+FG3Mui/cFFo03jbzjlyeZZy5rXa+/IS OPe6VSgrIy9jKgr84GT/Sg== 0000721356-00-000003.txt : 20000203 0000721356-00-000003.hdr.sgml : 20000203 ACCESSION NUMBER: 0000721356-00-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 042788806 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38152 FILM NUMBER: 519032 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7819383786 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11) Thermedics Inc. ---------------------- (Name of Issuer) Common Stock, par value $.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 883901 10 0 -------------- (CUSIP Number) Seth H. Hoogasian, Esq. General Counsel (781) 622-1000 Thermo Electron Corporation 81 Wyman Street Waltham, MA 02454-9046 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermo Electron Corporation IRS No. 04-2209186 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC; OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 31,759,424 REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 31,759,424 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,759,424 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - -------------------------------------------------------------------------------- Thermo Electron Corporation hereby amends its statement on Schedule 13D relating to the shares (the "Shares") of common stock, par value $.10 per share, of Thermedics Inc. (the "Issuer"), as set forth below. Item 2. Identity and Background Item 2 is hereby amended and restated in its entirety as follows: This Amendment is being filed by Thermo Electron Corporation (the "Reporting Person"), pursuant to Rule 13d-2, to reflect a change in the information previously reported under Items 4 and 6 of this Schedule 13D. Through the largest of its four operating segments, measurement and detection, the Reporting Person is a leading provider of analytical and monitoring instruments used in everything from life sciences research to food and beverage production. The Reporting Person serves the healthcare market through its biomedical segment and is a recognized leader in heart-assist devices, respiratory-care equipment, neurodiagnostics, and mammography systems. Through its energy and environment segment, the Reporting Person develops and operates power plants and offers a range of environmental consulting and resource management services. The Reporting Person is also a major producer of paper-recycling equipment and provides water-clarification and fiber-recovery products and services through its recycling and resource recovery segment. In addition, the Reporting Person conducts a broad range of advanced technology R&D. The principal business address and principal office address of the Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham, Massachusetts 02454-9046. Appendix A attached to this Amendment sets forth with respect to each executive officer and director of the Reporting Person his or her (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship. To the knowledge of the Reporting Person, there is no person who may be deemed to be a controlling person of the Reporting Person. During the last five years, neither the Reporting Person nor (to the knowledge of the Reporting Person) any executive officer or director of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither the Reporting Person nor (to the knowledge of the Reporting Person) any executive officer or director of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgement, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Any funds necessary in connection with the proposed transactions described in Item 4 below will be paid out of the Reporting Person's working capital. In addition, the Reporting Person will issue shares of its common stock in exchange for Shares pursuant to the transaction described in Item 4 below. Item 4. Purpose of Transaction Item 4 is hereby amended and restated in its entirety as follows: On January 31, 2000, the Reporting Person issued a press release in which it stated that it proposes to take the Issuer private. In addition, the Issuer will make cash tender offers for its majority-owned subsidiaries Thermedics Detection Inc. (at $8.00 per share) and Thermo Sentron Inc. (at $15.50 per share), in order to bring its own equity interest in each of these companies to at least 90%. If successful, Thermedics Detection and Thermo Sentron would then be spun into the Issuer through a short-form merger at the same cash prices as the tender offers. Thermedics currently owns approximately 83.6% and 74.2% of the outstanding shares of Thermedics Detection and Thermo Sentron, respectively. The Reporting Person, which currently directly owns approximately 5.3% and 12.4% of the outstanding shares of Thermedics Detection and Thermo Sentron, respectively, will tender its shares to Thermedics in the tender offers. Following these tender offers, the Issuer, in turn, would be taken private. The Reporting Person has announced that it will conduct an exchange offer for any and all of the outstanding Shares held by minority shareholders. In the exchange offer, holders of Shares will receive shares of the Reporting Person's common stock in exchange for their Shares. The Reporting Person expects to announce the exchange ratio for this transaction shortly after the Issuer conducts the tender offers for Thermedics Detection and Thermo Sentron. The Reporting Person, which currently owns approximately 75.7% of the outstanding Shares, will condition the exchange offer on receiving acceptances from holders of enough Shares so that, when combined with the Reporting Person's current share ownership, the Reporting Person's ownership reaches at least 90%. If the Reporting Person achieves this 90% ownership threshold, the Reporting Person will acquire all remaining outstanding Shares through a short-form merger. In the short-form merger, minority shareholders who do not participate in the exchange offer would also receive shares of the Reporting Person's common stock in exchange for their Shares at the same ratio. The tender offers and exchange offer will require Securities and Exchange Commission clearance of necessary filings; the exchange offer will require establishment of the exchange ratio. The short-form merger involving the Issuer would not require approval by the Issuer's board or shareholders. In addition, the Issuer plans to seek a buyer for its Thermo Cardiosystems Inc. subsidiary. Except as set forth in this Item 4 and Item 6, neither the Reporting Person nor, to the Reporting Person's knowledge, any of the executive officers or directors of the Reporting Person has any current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person and such other persons do not rule out the possibility of effecting or seeking to effect any such actions in the future. Item 5. Interest in Securities of the Issuer. Items 5 (a) - (c) are hereby amended and restated in their entirety as follows: (a) The Reporting Person beneficially owns 31,759,424 Shares, or approximately 75.7% of the outstanding Shares. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own an aggregate of 404,978 Shares or approximately 1.0% of the outstanding Shares. To the knowledge of the Reporting Person, the Shares beneficially owned by all executive officers and directors of the Reporting Person include 309,650 Shares that such persons have the right to acquire within 60 days through the exercise of stock options. Ownership information for each executive officer and director of the Reporting Person, as of January 1, 2000, is set forth below. Name Number of Shares(1) - ---- ------------------- Samuel W. Bodman 0 Peter O. Crisp 37,076 Elias P. Gyftopoulos 8,298 George N. Hatsopoulos 63,681 John N. Hatsopoulos 64,630 Brian D. Holt 0 Frank Jungers 3,000 John T. Keiser 194,693 Paul F. Kelleher 20,360 Earl R. Lewis 0 Robert A. McCabe 2,498 Theo Melas-Kyriazi 10,742 Robert W. O'Leary 0 Hutham S. Olayan 0 William A. Rainville 0 Richard F. Syron 0 Roger D. Wellington 0 All directors and current executive 404,978 officers as a group (17 persons) (1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Keiser, Mr. Kelleher and all directors and executive officers as a group include 9,000, 2,750, 50,000, 50,000, 187,900, 10,000 and 309,650 Shares, respectively, that such person or members of the group have the right to acquire within 60 days. While certain directors and executive officers of the Reporting Person are also directors and officers of the Issuer, all such persons disclaim beneficial ownership of the Shares owned by the Reporting Person. (b) The Reporting Person and the executive officers and directors of the Reporting Person have the sole power to vote and dispose of the Shares each such person owns, except as follows: Shares beneficially owned by Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Kelleher and all directors and current executive officers as a group include 1,635, 1,737, 1,294 and 4,666 full Shares, respectively, allocated to their respective accounts maintained pursuant to the Reporting Person's employee stock ownership plan ("ESOP"). Shares beneficially owned by Mr. Crisp include 9,971 Shares allocated to Mr. Crisp's account maintained pursuant to the Issuer's deferred compensation plan for directors. Shares beneficially owned by Dr. G. Hatsopoulos include 562 Shares held by his spouse and 92 Shares allocated to the account of his spouse maintained pursuant to the Reporting Person's ESOP. (c) The Reporting Person has effected no transactions with respect to the Shares during the past 60 days. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person have effected no transactions in the Shares in the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The first two paragraphs of Item 6 are hereby amended and restated in their entirety as follows: As set forth in Item 4 hereof, the Reporting Person has announced that it proposes to take the Issuer private, and that the Issuer will make cash tender offers for Thermedics Detection and Thermo Sentron. In addition, the Issuer plans to seek a buyer for its Thermo Cardiosystems subsidiary. Of the 31,759,424 Shares beneficially owned by the Reporting Person, 39,950 Shares are subject to options to acquire such Shares granted by the Reporting Person pursuant to its director and employee stock option plans. The following executive officers and directors of the Reporting Person have the right to acquire shares from the Issuer pursuant to the Issuer's director and employee stock option plans: Mr. Peter Crisp has the right to acquire 9,000 Shares within 60 days; Dr. Elias Gyftopoulos has the right to acquire 2,750 Shares within 60 days; Dr. George N. Hatsopoulos has the right to acquire 50,000 Shares within 60 days; Mr. John N. Hatsopoulos has the right to acquire 50,000 Shares within 60 days; Mr. John T. Keiser has the right to acquire 187,900 Shares within 60 days; and Mr. Paul F. Kelleher has the right to acquire 10,000 Shares within 60 days. Signature After reasonable inquiry and to the best of its knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: February 1, 2000 THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi ---------------------------------- Theo Melas-Kyriazi Vice President and Chief Financial Officer Appendix A is hereby amended and restated in its entirety as follows: APPENDIX A The following individuals are executive officers or directors of Thermo Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such individuals are citizens of the United States. Unless otherwise noted, the business address of each executive officer and director of Thermo Electron is 81 Wyman Street, Waltham, Massachusetts 02454-9046. Samuel W. Bodman: Director, Thermo Electron Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation, a manufacturer of specialty chemicals and materials. His business address is Cabot Corporation, 75 State Street, Boston, Massachusetts 02109. Peter O. Crisp: Director, Thermo Electron Mr. Crisp was, until September 1997, a General Partner of Venrock Associates, a venture capital investment firm. He has been the vice chairman of Rockefeller Financial Services, Inc. since December 1997. Elias P. Gyftopoulos: Director, Thermo Electron Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute of Technology. His business address is Massachusetts Institute of Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts 02139. Frank Jungers: Director, Thermo Electron Mr. Jungers is a consultant on business and energy matters. His business address is 822 NW Murray, Suite 242, Portland, Oregon 97229. Robert A. McCabe: Director, Thermo Electron Mr. McCabe is Chairman of Pilot Capital Corporation, a firm which is engaged in private investments. His business address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022. Robert W. O'Leary: Director, Thermo Electron Mr. O'Leary is the President and Chairman of Premier, Inc., a strategic alliance of not-for-profit health care and hospital systems. His business address is Premier, Inc., 12225 El Camino Real, San Diego, California 92130. Hutham S. Olayan: Director, Thermo Electron Ms. Olayan is the President and a director of Olayan America Corporation, a firm engaged in private investments, including real estate, and advisory services. Her business address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms. Olayan is a citizen of Saudi Arabia. Roger D. Wellington: Director, Thermo Electron Mr. Wellington is the President and Chief Executive Officer of Wellington Consultants, Inc. and of Wellington Associates, Inc., international business consulting firms. Richard F. Syron: President, Chief Executive Officer and Chairman of the Board, Thermo Electron George N. Hatsopoulos: Director and Chairman Emeritus, Thermo Electron John N. Hatsopoulos: Director and Vice Chairman of the Board, Thermo Electron Theo Melas-Kyriazi: Vice President and Chief Financial Officer, Thermo Electron Mr. Melas-Kyriazi is a citizen of Greece Brian D. Holt: Chief Operating Officer, Energy and Environment, Thermo Electron John T. Keiser: Chief Operating Officer, Biomedical, Thermo Electron Earl R. Lewis: Chief Operating Officer, Measurement and Detection, Thermo Electron William A. Rainville: Chief Operating Officer, Recycling and Resource Recovery, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer, Thermo Electron -----END PRIVACY-ENHANCED MESSAGE-----