-----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, TedWIvXTt/cFZSUqCP1+ZQKpwdMEGl5jOib5umtCWtkQiyl+x5QKYkeNC1/iJh+k P+AW9SCkri5gl7DlStYrsQ== 0000795986-96-000009.txt : 19960403 0000795986-96-000009.hdr.sgml : 19960403 ACCESSION NUMBER: 0000795986-96-000009 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960402 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02149 FILM NUMBER: 96543655 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD ST STREET 2: P O BOX 2999 CITY: WOBURN STATE: MA ZIP: 01888-1799 BUSINESS PHONE: 6176221000 S-3 1 As filed with the Securities and Exchange Commission on March 29, 1996 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-3 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 No.) ------------------ 470 Wildwood Street P. O. Box 2999 Woburn, Massachusetts 01888-1799 (617) 938-3786 Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________ Sandra L. Lambert, Secretary Thermedics Inc. c/o Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, MA 02254-9046 (617) 622-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Seth H. Hoogasian, Esquire General Counsel Thermedics Inc. c/o Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02254-9046 ______________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement has become effective. PAGE If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ x ] __________________ CALCULATION OF REGISTRATION FEE Proposed Title of Maximum Proposed securities Amount Offering Maximum Amount of to be to be Price Per Aggregate Registration registered registered Share Offering Price Fee Common Stock, $.10 par 394,928 value per shares $28 3/16 $11,132,033(1) $3,839 (1) share (1) (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) based on the average of the high and low sales prices of the Common Stock on the American Stock Exchange on March 27, 1996. ------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PROSPECTUS 394,928 Shares PAGE THERMEDICS INC. Common Stock This Prospectus relates to 394,928 shares (the "Shares") of Common Stock, par value $.10 per share (the "Common Stock"), of Thermedics Inc. (the "Company"). The Shares may be offered by the Thermo Electron Corporation Employees Stock Ownership Plan and Trust (the "Selling Shareholder" or the "Plan"), a profit sharing plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), from time to time in transactions on the American Stock Exchange, in negotiated transactions, through the writing of options on the Shares, or a combination of such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholder may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder and/or the purchasers of the Shares for whom such broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions). Alternatively, the Selling Shareholder may distribute some or all of the Shares to participants in the Plan who elect to receive distributions in kind upon the termination of the Plan. Shares not so sold or distributed may be transferred to a successor plan qualified under Section 401(a) of the Code. The Selling Shareholder and any broker-dealer who acts in connection with the sales of Shares hereunder may be deemed to be "underwriters" as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and any commissions received by them and profit on any resale of the Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. The Shares were originally acquired by the Selling Shareholder in open market transactions or in the form of contributions from the Company or from Thermo Electron Corporation, which owns a majority of the Company's outstanding capital stock ("Thermo Electron"). See "Selling Shareholder." _____________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU- RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN- TATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _____________ None of the proceeds from the sale of the Shares by the Selling Shareholder will be received by the Company. The Company PAGE has agreed to bear all expenses (other than underwriting discounts and selling commissions, and fees and expenses of counsel or other advisers to the Selling Shareholder) in connection with the registration and sale of the Shares being registered hereby. The Company has agreed to indemnify the Selling Shareholder against certain liabilities, including liabilities under the Securities Act as underwriters or otherwise. __________, 1996 _____________ No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus regarding the Company or the offering made by this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any other person. All information contained in this Prospectus is as of the date of this Prospectus. Neither the delivery of this Prospectus nor any sale or distribution and resale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any security other than the securities covered by this Prospectus, nor does it constitute an offer to or solicitation of any person in any jurisdiction in which such offer or solicitation may not be lawfully made. _____________ AVAILABLE INFORMATION The Company is subject to the informational requirements 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"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is listed on the American Stock Exchange, and the reports, proxy statements and other information filed by the Company with the Commission 2 PAGE can be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. This Prospectus, which constitutes part of a Registration Statement filed by the Company with the Commission under the Securities Act, omits certain of the information contained in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the Shares offered hereby. Statements contained herein concerning provisions of documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the applicable document filed with the Commission. The Company undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference therein). Requests for such copies should be directed to: Sandra L. Lambert, Clerk, Thermedics Inc., 81 Wyman Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046 (telephone number: (617) 622-1000). THE COMPANY The businesses of the Company are divided into two segments: Instruments and Other Equipment, and Biomedical Products. The Company's Instruments and Other Equipment segment includes Thermo Sentron Inc. ("Thermo Sentron"), a newly formed subsidiary of the Company. On January 2, 1996, the Company transferred to Thermo Sentron the assets, liabilities and business of Ramsey Technology, Inc., which was acquired in March 1994, for 7,000,000 shares of Thermo Sentron common stock. Thermo Sentron designs, develops, manufactures, and sells high-speed precision weighing and inspection equipment for industrial production and packaging lines. On March 27, 1996, Thermo Sentron commenced an initial public offering of shares of common stock. The Company owns approximatley 74% of Thermo Sentron. Also part of the Instruments and Other Equipment segment is the Orion laboratory products division ("Orion") of Analytical Technology, Inc., which the Company acquired in December 1995 for approximately $52.7 million in cash, which included the repayment of $8.6 million of debt, subject to a post-closing adjustment. To partially finance this acquisition, the Company borrowed $38.0 million from Thermo Electron pursuant to a promissory note due December 1996. The balance of the purchase price was funded from the Company's working capital. Orion is a manufacturer of electrochemistry, microweighing, process and other instruments used to analyze the chemical compositions of foods, beverages, 3 PAGE and pharmaceuticals and detect contaminants in environmental and high-purity water samples. Through its Thermedics Detection Inc. ("Thermedics Detection") subsidiary, the Company also develops, manufactures, and markets high-speed detection instruments, including the Alexus(R) system, a process detection instrument used in product quality assurance applications, and the EGIS(R) system, a security instrument used to detect explosives at airports and other locations. In January 1996, Thermedics Detection acquired the assets of Moisture Systems Corporation and certain affiliated companies (collectively, "MSC"), and the stock of Rutter & Co. ("Rutter") for a total of $20.5 million in cash and the assumption of certain liabilities. MSC and Rutter design, manufacture, and sell instruments which use near infrared radiation to measure moisture for protein and other product components in the manufacturing process for the food, pharmaceutical, chemical, wood, pulp, paper, and other industries. Through the Company's Thermo Voltek Corp. subsidiary, the Instruments and Other Equipment segment manufactures a line of electronic test instruments and high-voltage power conversion systems. As part of its Biomedical Products segment, the Company's Thermo Cardiosystems Inc. subsidiary has developed two implantable left ventricular-assist systems ("LVAS"): an implantable pneumatic, or air-driven system, and an electric version. In October 1994, the Company announced that the U.S. Food and Drug Administration granted approval for the commercial sale of the air-driven LVAS for use as a bridge-to-transplant. With this approval, the air-driven system became available for sale to cardiac centers throughout the U.S. The Company also develops, manufactures, and markets enteral nutrition-delivery systems and a line of medical-grade polymers used in medical disposables and nonmedical, industrial applications, including safety glass and automotive coatings. The Company is a majority-owned, publicly traded subsidiary of Thermo Electron. As of December 30, 1995, Thermo Electron owned 17,315,326 shares of the Common Stock of the Company, representing approximately 51% of such Common Stock outstanding. The Company's principal executive offices are located at 470 Wildwood Street, P. O. Box 2999, Woburn, Massachusetts 01888-1799, and its telephone number is (617) 938-3786. SELLING SHAREHOLDER The following table sets forth the name of the Selling Shareholder, the number of shares of Common Stock owned by the 4 PAGE Selling Shareholder, the number of Shares that may be offered by the Selling Shareholder pursuant to this Prospectus, and the number of Shares the Selling Shareholder will own after completion of the offering, assuming all of the Shares being offered hereby are sold. Shares of Common Shares Stock Owned Owned After Prior to Shares Completion Selling Shareholder the Being of the ------------------- Offering Offered Offering -------- ------- -------- Thermo Electron Corporation Employees 394,928 394,928 0 Stock Ownership Plan and Trust __________________ (1) Certain officers and directors of the Company and/or of Thermo Electron are trustees of the Selling Shareholder. The Shares are being registered to permit the sale of the Shares by the Selling Shareholder to the public. All of the Shares being offered by the Selling Shareholder were originally acquired by the Selling Shareholder in open market transactions or in the form of contributions from the Company or from Thermo Electron. The Selling Shareholder is selling the Shares in connection with the liquidation and termination of the Plan in order to repay loans made to the Plan by Thermo Electron and to distribute the remaining proceeds to beneficiaries of the Plan. Thermo Electron has agreed to bear all expenses (other than underwriting discounts, selling commissions, and fees and expenses of counsel and other advisors to the Selling Shareholder) in connection with the registration and sale of the Shares being offered by the Selling Shareholder. See "Sale of Shares." The Company has agreed to prepare and file such amendments and supplements to the Registration Statement of which this Prospectus forms a part as may be necessary to keep the Registration Statement effective until all the Shares registered thereunder have been sold pursuant thereto or until, by reason of Rule 144(k) of the Commission under the Securities Act or any other rule of similar effect, the Shares are no longer required to be registered for the sale thereof by the Selling Shareholder. SALE OF SHARES The Company has been advised that the Selling Shareholder may sell Shares from time to time in transactions on the American 5 PAGE Stock Exchange, in negotiated transactions, through the writing of options on the Shares, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market price or at negotiated prices. The Selling Shareholder may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder and/or the purchasers of the Shares for whom such broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions). Alternatively, the Selling Shareholder may distribute some or all of the Shares to participants in the Plan who elect to receive distributions in kind upon the termination of the Plan. Shares not so sold or distributed may be transferred to a successor plan qualified under Section 401(a) of the Code. The Selling Shareholder and any broker-dealers who act in connection with the sale of Shares hereunder may be deemed to be "underwriters" as that term is defined in the Securities Act, and any commissions received by them and profit on any resale of the Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. The Company has agreed to indemnify the Selling Shareholder against certain liabilities, including liabilities under the Securities Act as underwriters or otherwise. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed with the Commission are incorporated in this Prospectus by reference: (1) The Company's Annual Report on Form 10-K for the year ended December 30, 1995. (2) The Company's Current Report on Form 8-K filed with the Commission on December 12, 1995 with respect to events occurring on December 1, 1995, as amended. (3) 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 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the respective dates of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that 6 PAGE a statement contained herein modifies, supersedes or replaces that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian owns or has the right to acquire, pursuant to the exercise of stock options, shares of the Common Stock of the Company and of certain of the Company's subsidiaries, the fair market value of which exceeds $50,000. EXPERTS The financial statements and schedule of the Company for the year ended December 30, 1995, incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 30, 1995 have been audited by Arthur Andersen LLP, independent public accountants, to the extent and for the periods as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements of the Orion Lab Products Division of Analytical Technology, Inc.for the year ended December 31, 1994, incorporated in this Prospectus by reference to the Company's Current Report on Form 8-K, as amended, dated December 1, 1995 have been audited by Arthur Andersen LLP, independent public accountants, to the extent and for the periods as indicated in their report with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said report. 7 PAGE PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses incurred by the Company in connection with the issuance and distribution of the securities being registered are as follows. All amounts are estimated except the Securities and Exchange Commission registration fee. Amount ------ Registration fee - Securities and Exchange Commission ...................................$ 3,839 Legal fees and expenses ...................... 1,000 Accounting fees and expenses ................. 2,000 Miscellaneous ................................ 1,000 Total ...................................$ 7,839 Item 15. 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 16. Exhibits and Financial Statement Schedules. See the Exhibit Index included immediately preceding the exhibits to this Registration Statement. Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: 8 PAGE (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 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. (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. 9 PAGE (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 Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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 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. 10 PAGE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 29th day of March, 1996. THERMEDICS INC. By: John W. Wood, Jr. ----------------------------- John W. Wood, Jr., President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints John N. Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and each of them, as his true and lawful attorneys-in-fact and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title --------- ----- Title Date - - ---- President, Chief Executive John W. Wood, Jr. Officer and Director March 29, 1996 John W. Wood, Jr. Vice President, Chief Financial Officer and John N. Hatsopoulos Chairman of the Board March 29, 1996 John N. Hatsopoulos Chief Accounting Paul F. Kelleher Officer March 29, 1996 11 PAGE Signature Title --------- ----- Date ---- ---- Paul F. Kelleher Peter O. Crisp Director March 29, 1996 Peter O. Crisp Paul F. Ferrari Director March 29, 1996 Paul F. Ferrari George N. Hatsopoulos Director March 29, 1996 George N. Hatsopoulos Robert C. Howard Director March 29, 1996 Robert C. Howard Arvin H. Smith Director March 29, 1996 Arvin H. Smith Nicholas T. Zervas Director March 29, 1996 Nicholas T. Zervas 12 PAGE EXHIBIT INDEX Exhibit Sequential Number Description of Exhibit Page No. ------ ---------------------- -------- 5 Opinion of Seth H. Hoogasian, Esq. 23(a) Consent of Arthur Andersen LLP (b) Consent of Arthur Andersen LLP (c) Consent of Seth H. Hoogasian, Esq. (contained in Exhibit 5) 24 Power of Attorney (See Signature Page) EX-5 2 EXHIBIT 5 THERMEDICS INC. 470 Wildwood Street Woburn, Massachusetts 01888-1799 March 29, 1996 Thermedics Inc. 470 Wildwood Street Woburn, Massachusetts 01888-1799 Re: Registration Statement on Form S-3 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-3 (the "Registration Statement"), of 394,928 shares of the Company's Common Stock, $.10 par value per share (the "Shares"), which may from time to time be sold by a shareholder of the Company. I or a member of my 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 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 investigations of law and have discussed with the Company's representatives questions of fact that I or a member of my staff have deemed necessary or appropriate. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized by the Company and are validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement, including any amendments thereto, and to the use of my name under the caption "Legal Matters" in the prospectus constituting a part thereof. Sincerely, Seth H. Hoogasian General Counsel EX-23 3 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 7, 1996 (except with respect to the matters discussed in Note 15 as to which the date is February 9, 1996) included in Thermedics Inc.'s Form 10-K for the year ended December 30, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts EX-23 4 EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 8, 1996 included in Thermedics Inc.'s Form 8-K/A for the Orion Lab Products Division of Analytical Technology, Inc. dated December 1, 1995 and to all references to our Firm included in this registration statement. 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