-----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, DdR8mYH1E/aMg0Y+hEYY/IxQEn8y2qVDYXfURXx8jwadgt+/k0xY4CcZ5JZm4BQL NNkGH2WRKVSlQAl1uTsHzw== 0000950135-00-002126.txt : 20000413 0000950135-00-002126.hdr.sgml : 20000413 ACCESSION NUMBER: 0000950135-00-002126 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000412 GROUP MEMBERS: CORPAK INC. GROUP MEMBERS: DETECTION ACQUISTION, INC. GROUP MEMBERS: THERMEDICS INC GROUP MEMBERS: THERMO ELECTRON CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS DETECTION INC CENTRAL INDEX KEY: 0001012555 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 043106698 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51365 FILM NUMBER: 599627 BUSINESS ADDRESS: STREET 1: 220 MILL RD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5082512000 MAIL ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4178 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMEDICS DETECTION INC CENTRAL INDEX KEY: 0001012555 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 043106698 STATE OF INCORPORATION: MA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-51365 FILM NUMBER: 599628 BUSINESS ADDRESS: STREET 1: 220 MILL RD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5082512000 MAIL ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4178 FILED BY: 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: SC TO-T/A 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 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 AMENDMENT NO. 2 TO SCHEDULE TO/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 - FINAL AMENDMENT) ---------- THERMEDICS DETECTION INC. (Name of Subject Company) DETECTION ACQUISITION, INC. (Offeror) CORPAK INC. (Offeror) THERMEDICS INC. (Offeror) THERMO ELECTRON CORPORATION (Offeror) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 88355E 10 5 (CUSIP Number of Class of Securities) Seth H. Hoogasian, Esq. General Counsel Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02454-9046 Telephone: (781) 622-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) with a copy to: David E. Redlick, Esq. Hale And Dorr LLP 60 State Street Boston, Massachusetts 02109-1803 Telephone: (617) 526-6000 ================================================================================ 2 CALCULATION OF FILING FEE Transaction Valuation(1): $26,472,976.00 Amount of Filing Fee(2): $5,294.60 (1) For purposes of calculating fee only. This amount is based upon (a) the maximum number of Shares to be purchased pursuant to the Offer and (b) the price offered per Share. (2) The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the Transaction Valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $5,294.60 Form or Registration No.: Schedule TO Filing Party: Thermedics Inc. Date Filed: March 10, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] SCHEDULE 13D INFORMATION - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thermo Electron Corporation IRS No. 04-2209186 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 200 OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 - -------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 200 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- 4 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 10, 2000, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on April 7, 2000 (as amended, the "Schedule TO"), relating to the offer by Detection Acquisition, Inc., a Delaware corporation (the "Purchaser") and an indirect majority-owned subsidiary of Thermedics Inc., a Massachusetts corporation ("Thermedics"), to purchase all outstanding shares of common stock, par value $0.10 per share (the "Shares"), of Thermedics Detection Inc., a Massachusetts corporation (the "Company"), at a purchase price of $8.00 per Share net to the Seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 10, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) to the Schedule TO. This Amendment No. 2 is the final amendment to the Schedule TO. ITEMS 1 THROUGH 9 AND ITEMS 11 AND 13 Items 1 through 9 and Items 11 and 13 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: On April 12, 2000, Thermedics announced that, effective on such date, the Company had merged with and into the Purchaser (the "Merger"), with the Purchaser continuing as the surviving corporation after the Merger. Because the Purchaser had acquired in excess of ninety percent (90%) of the outstanding Shares, the Merger was effected under Section 82 of Chapter 156B of the Massachusetts General Laws with a vote of the Board of Directors of the Purchaser but without a meeting of stockholders of the Company. At the effective time of the Merger, each outstanding Share of the Company (except for Shares owned by the Purchaser or stockholders exercising disserters' rights and Shares held in the Company's treasury) was cancelled and converted into the right to receive $8.00 per Share in cash, without interest thereon, less any applicable withholding taxes. The full text of the press release is attached as Exhibit (a)(12) hereto and incorporated herein by reference. Prior to the Merger, Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Corpak Inc., a Massachusetts corporation and a wholly-owned subsidiary of Thermedics ("Corpak"), contributed their Shares to the Purchaser in return for shares of common stock of the Purchaser. As a result of these contributions, immediately prior to the Merger, Corpak and Thermo Electron owned 95% and 5%, respectively, of the common stock of the Purchaser. ITEM 12 EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(12) Press Release issued by Thermedics on April 12, 2000 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DETECTION ACQUISITION, INC. By: /s/ John T. Keiser ------------------------------------ Name: John T. Keiser Title: President CORPAK INC. By: /s/ Sandra L. Lambert ------------------------------------ Name: Sandra L. Lambert Title: Clerk THERMEDICS INC. By: /s/ John T. Keiser ------------------------------------ Name: John T. Keiser Title: President and Chief Executive Officer THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi ------------------------------------ Name: Theo Melas-Kyriazi Title: Vice President and Chief Financial Officer Dated: April 12, 2000 6 EXHIBIT INDEX EXHIBIT DESCRIPTION 12(a)(1)* Offer to Purchase dated March 10, 2000 12(a)(2)* Letter of Transmittal 12(a)(3)* Notice of Guaranteed Delivery 12(a)(4)* Letter from the Dealer Managers to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees 12(a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees 12(a)(6)* Summary Advertisement as published on March 10, 2000 12(a)(7)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 12(a)(8)* Press Release issued by Thermedics on January 31, 2000 (incorporated herein by reference to Exhibit 99 to the Current Report on Form 8-K of Thermedics filed with the Commission on February 1, 2000) 12(a)(9)* Press Release issued by Thermo Electron on January 31, 2000 (incorporated herein by reference to Exhibit 99 to the Current Report on Form 8-K of Thermo Electron filed with the Commission on February 1, 2000) 12(a)(10)* Press Release issued by Thermedics on March 10, 2000 12(a)(11)* Press Release issued by Thermedics on April 7, 2000 12(a)(12) Press Release issued by Thermedics on April 12, 2000. 12(b)* Loan Agreement dated as of March 1, 2000 between Thermo Electron and Thermedics 12(c)* Opinion of J.P. Morgan Securities Inc. and The Beacon Group Capital Services, LLC dated January 29, 2000 12(d)* Not applicable 12(e)* Not applicable 12(f)* Summary of Appraisal Rights (Included in Exhibit 12(a)(1) in the section captioned "The Merger; Appraisal Rights") 12(g)* Slide Presentation of Thermo Electron to Financial Analysts 12(h)* Not applicable - ---------- * Previously filed EX-12.(A)(12) 2 PRESS RELEASE ISSUED ON APRIL 12, 2000 1 Investor Contact: 781-622-1111 Media Contact: 781-622-1252 THERMEDICS TAKES THERMEDICS DETECTION PRIVATE WOBURN, Mass., April 12, 2000 - Thermedics Inc. (ASE-TMD), a Thermo Electron company, announced today that it has completed a short-form merger with its Thermedics Detection Inc. (ASE-TDX) subsidiary. Thermedics Detection will file promptly to terminate the registration of its common stock under the Securities Exchange Act of 1934, eliminating its obligation to file periodic financial and other information with the Securities and Exchange Commission. Thermedics expects that Thermedics Detection's common stock will cease to be listed on the American Stock Exchange commencing tomorrow, Thursday, April 13, 2000. On April 7, 2000, the company announced that Thermo Electron and Thermedics had acquired more than 90 percent of the outstanding Thermedics Detection shares through a successful tender offer for $8.00 per share in cash. Thermedics Detection shareholders who did not tender their shares will also receive $8.00 per share in the short-form merger. Thermedics Detection's transfer agent, American Stock Transfer & Trust Company, will forward to shareholders who did not tender their shares in the tender offer detailed instructions regarding how to surrender their stock certificates in order to receive the $8.00 per share cash merger consideration. Shareholders should not submit their stock certificates to the transfer agent until they have received these materials. Options to purchase Thermedics Detection common stock that were outstanding at the time of the merger, and that will not be cashed out at the election of the holders of such options, have been assumed by Thermo Electron and converted into options to purchase Thermo Electron common stock. 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-----