-----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, CWIaZVInU5TIO1eOZ12AJdpAiX0J/xb3vjnxiq5i4tODqdqAZ3kzTC6OM0J2cM4U bLB62JMpqGHPj6+CvBHQtQ== 0000721356-99-000008.txt : 19990503 0000721356-99-000008.hdr.sgml : 19990503 ACCESSION NUMBER: 0000721356-99-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990430 EFFECTIVENESS DATE: 19990430 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: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77487 FILM NUMBER: 99607465 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 30, 1999. Registration No. 333- ----------------------------------------------------------------- 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) --------------- DELAWARE 04-2788806 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 470 Wildwood Street Woburn, Massachusetts 01888-1799 (Address of Principal Executive Offices) (Zip Code) THERMEDICS INC. EMPLOYEES EQUITY INCENTIVE PLAN THERMEDICS INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS THERMO VOLTEK CORP. NONQUALIFIED AND INCENTIVE STOCK OPTION PLAN THERMO VOLTEK CORP. EQUITY INCENTIVE PLAN THERMO VOLTEK CORP. DIRECTORS STOCK OPTION PLAN THERMEDICS INC. / THERMO VOLTEK CORP. NONQUALIFIED STOCK OPTION PLAN THERMEDICS INC. DIRECTORS STOCK OPTION PLAN THERMO ELECTRON CORPORATION / THERMO VOLTEK CORP. NONQUALIFIED STOCK OPTION PLAN THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN THERMO ELECTRON CORPORATION / THERMEDICS INC. NONQUALIFIED STOCK OPTION PLAN (Full Titles of the Plans) Sandra L. Lambert, Clerk Thermedics 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 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 1,294,350 $7.03125 $9,100,898.44 $2,531 value per shares (1) (2) (2) share In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein and 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 Thermedics Inc. Employees Equity Incentive Plan 300,000 Thermedics Inc. Deferred Compensation Plan 30,000 For Directors Thermo Voltek Corp. Nonqualified and Incentive 298,300 Stock Option Plan Thermo Voltek Corp. Equity Incentive Plan 295,500 Thermo Voltek Corp. Directors Stock Option Plan 15,150 Thermedics Inc./Thermo Voltek Corp. Nonqualified 5,000 Stock Option Plan Thermedics Inc. Directors Stock Option Plan 6,750 Thermo Electron Corporation/Thermo Voltek Corp. 33,150 Nonqualified Stock Option Plan Thermo Electron Corporation Directors Stock 160,500 Option Plan Thermo Electron Corporation/Thermedics Inc. 150,000 Nonqualified Stock Option Plan (2) 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 1,294,350 shares and (2) the average of the high and low sales prices, $7 3/16 and $6 7/8, respectively, of the Registrant's Common Stock on the American Stock Exchange on April 27, 1999 as reported in the consolidated reporting system. EXPLANATORY NOTE With respect to the Thermo Electron Corporation / Thermedics Inc. Nonqualified Stock Option Plan (the "TMO/TMD 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 October 11, 1984, the Company filed an initial registration statement on Form S-8 (Reg. No. 2-93746) to register 83,550 shares of Common Stock reserved for issuance under the TMO/TMD Plan. Giving effect to increases under the TMO/TMD Plan as a result of stock splits, the addition of this Registration Statement brings the total number of shares registered for issuance under the TMO/TMD Plan to 463,312. The contents of the previously filed registration statement relating to the TMO/TMD 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 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; and (b) 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"), which is the majority stockholder of the Company, is an officer of the Company and Thermo Electron, and owns or has the right to acquire 9,565 shares of Common Stock 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 Incorporation 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 Securities 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 Securities 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 Woburn, Commonwealth of Massachusetts, on this 30th day of April, 1999. THERMEDICS INC. By: /s/ John T. Keiser --------------------------------------- John T. Keiser President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned Directors and Officers of Thermedics 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 /s/ John T. Keiser President, Chief Executive April 30, 1999 - ------------------------- Officer and Director John T. Keiser /s/ Theo Melas-Kyriazi - ------------------------- Chief Financial Officer April 30, 1999 Theo Melas-Kyriazi /s/ Paul F. Kelleher Chief Accounting Officer April 30, 1999 - ------------------------- Paul F. Kelleher /s/ John W. Wood Jr. Chairman of the Board of April 30, 1999 - ------------------------- Directors John W. Wood Jr. /s/ T. Anthony Brooks Director April 30, 1999 - ------------------------- T. Anthony Brooks /s/ Peter O. Crisp Director April 30, 1999 - ------------------------- Peter O. Crisp - ------------------------- Director April 30, 1999 Paul F. Ferrari /s/ George N. Hatsopoulos Director April 30, 1999 - ------------------------- George N. Hatsopoulos /s/ John N. Hatsopoulos Director April 30, 1999 - ------------------------- John N. Hatsopoulos /s/ Nicholas T. Zervas Director April 30, 1999 - ------------------------- Nicholas T. Zervas EXHIBIT INDEX Exhibit Number Description 5.1 Opinion of Seth H. Hoogasian, Esq. 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 Inc. 470 Wildwood Street Woburn, Massachusetts 01888-1799 April 30, 1999 Thermedics Inc. 470 Wildwood Street Woburn, Massachusetts 01888-1799 Re: Registration Statement on Form S-8 Relating to 1,294,350 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 1,294,350 shares of the Company's Common Stock, $.10 par value per share (the "Shares") subject to the following employee benefit plans (each, a "Plan"): Thermedics Inc. Employees Equity Incentive Plan; Thermedics Inc. Deferred Compensation Plan for Directors; Thermo Voltek Corp. Nonqualified and Incentive Stock Option Plan; Thermo Voltek Corp. Equity Incentive Plan; Thermo Voltek Corp. Directors Stock Option Plan; Thermedics Inc./Thermo Voltek Corp. Nonqualified Stock Option Plan; Thermedics Inc. Directors Stock Option Plan; Thermo Electron Corporation/Thermo Voltek Corp. Nonqualified Stock Option Plan; Thermo Electron Corporation Directors Stock Option Plan; and Thermo Electron Corporation/Thermedics Inc. Nonqualified Stock Option 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 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 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 or incorporated by reference in Thermedics 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 April 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----