-----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, WQNuGafVujo9OtmxvCXQn6/g+yCauXrjvO7p8UlVMJHlPl2LU9hhhv8+0vC5WJom qj8UJYtWtHP0/R0B6KiSVA== 0000721356-00-000011.txt : 20000410 0000721356-00-000011.hdr.sgml : 20000410 ACCESSION NUMBER: 0000721356-00-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000406 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000407 FILER: 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: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09567 FILM NUMBER: 595813 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2697 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 8-K 1 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): April 6, 2000 ---------------------------------------- THERMEDICS INC. (Exact name of Registrant as specified in its charter) Massachusetts 1-9567 04-2788806 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 470 Wildwood Street, P.O. Box 2999 Woburn, Massachusetts 01888 (Address of principal executive offices) (Zip Code) (781) 622-1000 (Registrant's telephone number including area code) This Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward-looking Statements" in Exhibit 13 to Thermedics Inc.'s Annual Report on Form 10-K for the year ended January 1, 2000. These include risks and uncertainties relating to: government regulation and industry standards, competition and technological change, intellectual property rights, reimbursement by insurers for medical procedures, medical community acceptance of medical devices, availability of materials and components, product liability, international operations, the company's acquisition strategy, and the company's cash management arrangement with Thermo Electron. Item 5. Other Events On April 7, 2000, the Registrant issued a press release, attached hereto as Exhibit 99, regarding its previously announced tender offer for the shares of common stock, $.10 par value per share, of its subsidiary Thermedics Detection Inc. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: not applicable. (b) Pro Forma Financial Information: not applicable. (c) Exhibits 99 Press Release dated April 7, 2000. SIGNATURE 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 7th day of April, 2000. THERMEDICS INC. By: /s/ Theo Melas-Kyriazi -------------------------------- Theo Melas-Kyriazi Chief Financial Officer Exhibit 99 Investor Contact: 781-622-1111 Media Contact: 781-622-1252 Thermedics Completes Cash Tender Offer for Thermedics Detection WOBURN, Mass., April 7, 2000 - Thermedics Inc. (ASE-TMD), a Thermo Electron company, announced today that it has successfully completed the cash tender offer of $8.00 per share for any and all outstanding shares of its Thermedics Detection Inc. subsidiary. The offer and withdrawal rights expired at midnight on Thursday, April 6, 2000. Based on the preliminary report of the depositary for the offer, American Stock Transfer & Trust Company, approximately 1.9 million Thermedics Detection shares were tendered. This brings Thermedics' and Thermo Electron's combined equity ownership in Thermedics Detection to approximately 98.8 percent. Thermedics expects to complete the spin-in of Thermedics Detection by Tuesday, April 11, through a short-form merger. The short-form merger does not require Thermedics Detection board or shareholder approval. Shareholders who tendered their shares in the tender offer will receive payment for their shares shortly. Shareholders who did not tender their shares will also receive $8.00 per share in the short-form merger. Information outlining what steps these Thermedics Detection shareholders must take to obtain payment will be mailed within a week to 10 days. The complete terms and conditions of the tender offer are set forth in the offer to purchase, letter of transmittal, and other related materials, which were filed with the Securities and Exchange Commission on March 10, 2000. Thermedics Inc. develops, manufactures, and markets diverse product lines, including implantable heart-assist devices and other biomedical products, security instruments, and equipment that assures the quality of a wide variety of consumer products and bulk materials. Thermedics is a public subsidiary of Thermo Electron Corporation. More information is available on the Internet at http://www.thermo.com/subsid/tmd1.html. -----END PRIVACY-ENHANCED MESSAGE-----