-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BECTOVyYHEIO7FS3VYW4paPrx+vaKoUYAFfwer5SSntzb6yFJaZIejKFbzGjcBQF BfYqgP/KOrS6VaUKwaap2Q== 0000721356-95-000005.txt : 19950801 0000721356-95-000005.hdr.sgml : 19950801 ACCESSION NUMBER: 0000721356-95-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950731 EFFECTIVENESS DATE: 19950819 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS INC CENTRAL INDEX KEY: 0000721356 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 042788806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61435 FILM NUMBER: 95557683 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2999 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 6176221000 S-8 1 As filed with the Securities and Exchange Commission on July 31, 1995. Registration No. 033- _____________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-8 Registration Statement Under The Securities Act of 1933 _______________ THERMEDICS INC. (Exact name of registrant as specified in its charter) _______________ MASSACHUSETTS 04-2788806 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 470 Wildwood Street P. O. Box 2999 Woburn, Massachusetts 01888-1799 (Address of Principal Executive Offices) (Zip Code) DIRECTORS STOCK OPTION PLAN (as amended and restated) (Full Title of Plan) Sandra L. Lambert, Secretary Thermedics 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 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 _____________________________________________________________________________ Proposed Title of Proposed Maximum securities Amount to Maximum Amount of Offering to be be aggregate registration Price Per registered registered offering price fee Share Common $19 3/16(1) Stock, $.10 37,500 $719,532(1) $249.00(1) par value per 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 Directors Stock Option Plan to reflect certain changes in the Registrant's capital structure, including stock dividends or stock split-ups. (1) 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 37,500 shares and (2) the average of the high and low sales prices, $19 1/2 and $18 7/8, respectively, of the Registrant's Common Stock on the American Stock Exchange on July 25, 1995 as reported in The Wall Street Journal. _______________ 2 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 the Directors Stock Option Plan by Thermedics Inc. (the "Registrant" or the "Company") pursuant to Rule 428(b) (1) under the Securities Act of 1933, as amended (the "Securities Act"). 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 year ended December 31, 1994, as amended. (b) The Company's Quarterly Report on Form 10-Q for the three-month period ended April 1, 1995. (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 Thermo Electron Corporation, the majority stockholder of the Company, and owns or has the right to acquire, pursuant to the exercise of stock options, shares of the Common Stock of the Company, of Thermo Electron Corporation, and of certain of Thermo Electron's subsidiaries, the fair market value of which exceeds $50,000. 3 PAGE 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; (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. 4 PAGE (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. 5 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 28th day of July, 1995. THERMEDICS INC. By: /s/ John W. Wood, Jr. John W. Wood, Jr., President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned Directors and Officers of Thermo Electron Corporation 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 ---- ate Date ---- President, Chief Executive Officer /s/ John W. Wood, Jr. and Director July 28, 1995 John W. Wood, Jr. Vice President, Chief Financial /s/ John N. Hatsopoulos Officer and Chairman of the Board July 28, 1995 John N. Hatsopoulos Vice President, Finance (Chief /s/ Paul F. Kelleher Accounting Officer) July 28, 1995 Paul F. Kelleher 6 PAGE Signature Title --------- ----- Date ---- ---- /s/ Peter O. Crisp Director July 28, 1995 Peter O. Crisp /s/ Paul F. Ferrari Director July 28, 1995 Paul F. Ferrari /s/ George N. Hatsopoulos Director July 28, 1995 George N. Hatsopoulos /s/ Robert C. Howard Director July 28, 1995 Robert C. Howard /s/ Arvin H. Smith Director July 28, 1995 Arvin H. Smith /s/ Nicholas T. Zervas Director July 28, 1995 Nicholas T. Zervas 7 PAGE EXHIBIT INDEX Exhibit Number Description Page 4.1 Articles of Organization of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (File No. 1-9567)). 4.2 Amendment to Articles of Organization of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 2, 1993 (File No. 1-9567)). 4.3 Amended and Restated By-Laws of the Registrant (incorporated herein by reference to Exhibit 3(c) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 28, 1992 (File No. 1-9567)). 4.4 Directors Stock Option Plan, as amended and restated (incorporated herein by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 1-9567)). 5.1 Opinion of Seth H. Hoogasian, Esq. 9 23.1 Consent of Arthur Andersen LLP 11 23.2 Consent of Seth H. Hoogasian, Esq. (contained in his opinion filed as Exhibit 5.1). 24.1 Power of Attorney (see signature pages to this Registration Statement). AA951880031 EX-5 2 EXHIBIT 5.1 Thermedics Inc. 470 Wildwood Street P. O. Box 2999 Woburn, Massachusetts 01888-1799 July 28, 1995 Thermedics Inc. 470 Wildwood Street P. O. Box 2999 Woburn, Massachusetts 01888-1799 Re: Registration Statement on Form S-8 Relating to 37,500 Shares of the Common Stock, $.10 par value, of Thermedics Inc. Dear Sirs: I am General Counsel to Thermedics 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 37,500 shares of the Company's Common Stock, $.10 par value per share (the "Shares"). 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 Thermedics Inc. Directors Stock Option Plan (in PAGE the form of Exhibit 4.4 to the Registration Statement) will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, Seth H. Hoogasian General Counsel SHH/mj EX-23 3 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 3, 1995 included in Thermedics Inc.'s Form 10-K for the year ended December 31, 1994, and to all references to our firm included in this registration statement. Arthur Andersen LLP Boston, Massachusetts July 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----