-----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, QaQqSm0kG47Z5feKCSBiDFreVfh9bm/Icpi8mpQJd9jb3miSDxzBj8EVxf71/hDV KLMKEM5fJBXx1/CmeRiUew== 0000950135-00-002796.txt : 20000515 0000950135-00-002796.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950135-00-002796 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000512 GROUP MEMBERS: THERMO ELECTRON CORP. GROUP MEMBERS: THERMO INSTRUMENT SYSTEMS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO OPTEK CORP CENTRAL INDEX KEY: 0001012368 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 043283973 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-46331 FILM NUMBER: 629946 BUSINESS ADDRESS: STREET 1: 8 E FORGE PARKWAY STREET 2: P.O. BOX 9046 CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WALTHAM STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO INSTRUMENT SYSTEMS INC CENTRAL INDEX KEY: 0000795986 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042925809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 SC 13E3/A 1 THERMO OPTEK CORPORATION 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A AMENDMENT NO. 3 TO TRANSACTION STATEMENT (FINAL AMENDMENT) UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER THERMO OPTEK CORPORATION (NAME OF ISSUER) THERMO INSTRUMENT SYSTEMS INC. THERMO ELECTRON CORPORATION (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 883582 10 8 (CUSIP NUMBER OF CLASS OF SECURITIES) SANDRA L. LAMBERT, SECRETARY THERMO INSTRUMENT SYSTEMS INC. THERMO ELECTRON CORPORATION 81 WYMAN STREET P.O. BOX 9046 WALTHAM, MASSACHUSETTS 02454-9046 (781) 622-1000 (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) WITH COPIES TO: SETH H. HOOGASIAN, GENERAL COUNSEL DAVID E. REDLICK, ESQ. THERMO ELECTRON CORPORATION HALE AND DORR LLP 81 WYMAN STREET 60 STATE STREET P.O. BOX 9046 BOSTON, MASSACHUSETTS 02109 WALTHAM, MASSACHUSETTS 02454-9046 (617) 526-6000 (781) 622-1000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [X] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. [ ] Check the following box if this is a final amendment reporting the results of the transaction. [X] CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $88,708,485 $17,742
* Calculated, for the purposes of determining the filing fee only, in accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934, as amended. Assumes the purchase of up to 5,913,899 shares of Common Stock, par value $.01 per share, of Thermo Optek Corporation at $15.00 per share. [X] Check box if any part of the fee is offset as provided by Exchange Act 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: $17,742 Form or registration no.: Schedule 13E-3 (File No. 5-46331) Filing party: Optek Acquisition Inc., Thermo Instrument Systems Inc., Thermo Electron Corporation Date filed: March 6, 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 15. ADDITIONAL INFORMATION. On May 11, 2000, Optek Acquisition, the owner of more than 90% of the outstanding common stock of Thermo Optek, filed a Certificate of Ownership and Merger with the Secretary of State of Delaware, pursuant to which Optek Acquisition was merged with and into Thermo Optek, with Thermo Optek the surviving corporation (the "Consummated Merger"). The Consummated Merger became effective as of the time of filing, at which time: - Each outstanding share of common stock of Optek Acquisition was converted into and became one validly issued, fully paid and non-assessable share of common stock of Thermo Optek; and - Each previously outstanding share of common stock of Thermo Optek was cancelled and each such share not owned by the Optek Acquisition or held in Thermo Optek's treasury was, after such cancellation, converted into the right to receive $15.00 in cash, without interest, upon surrender, subject to appraisal rights. As a result of the Consummated Merger, the common stock of Thermo Optek became eligible for termination of registration pursuant to Section 12(d) of the Exchange Act. Thermo Optek filed a Certification and Notice of Termination on Form 15 with the SEC on May 12, 2000. 3 SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 3 to Schedule 13E-3/A is true, complete and correct. THERMO INSTRUMENT SYSTEMS INC. Dated: May 12, 2000 By: /s/ Earl R. Lewis ----------------------------------------------------- Name: Earl R. Lewis Title: President and Chief Executive Officer THERMO ELECTRON CORPORATION Dated: May 12, 2000 By: /s/ Theo Melas-Kyriazi ----------------------------------------------------- Name: Theo Melas-Kyriazi Title: Vice President and Chief Financial Officer
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