-----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, OOjWpyb4FeK/RtDMiyTapa3WY4TMI0TOfLEeioaVRF64PlOv9wWUb1PeAUfxgwO7 VaAnVS9uwR4yZ+VziEjxRg== 0000796038-95-000031.txt : 19951218 0000796038-95-000031.hdr.sgml : 19951218 ACCESSION NUMBER: 0000796038-95-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951215 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO PROCESS SYSTEMS INC CENTRAL INDEX KEY: 0000796038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 042925807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09549 FILM NUMBER: 95602120 BUSINESS ADDRESS: STREET 1: 12068 MARKET ST CITY: LIVONIA STATE: MI ZIP: 48150 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02254 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 1995 ________________________________________ THERMO TERRATECH INC. (formerly, Thermo Process Systems Inc.) (Exact name of Registrant as specified in its charter) Delaware 1-9549 04-2925807 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 81 Wyman Street 02254 Waltham, Massachusetts (Zip Code) (Address of principal executive offices) (617) 622-1000 (Registrant's telephone number including area code) PAGE Item 5. Other Events ------------ On December 13, 1995, the shareholders of Thermo Process Systems Inc. (the "Company") approved the change of the Company's name to "Thermo TerraTech Inc.", effective immediately. The Company's ticker symbol on the American Stock Exchange has been changed to "TTT", effective December 18, 1995. Shareholders will not be requested to exchange their stock certificates. Item 7. Financial Statements, Pro Forma Combined Condensed Financial ------------------------------------------------------------ Information and Exhibits ------------------------ (a) Financial Statements of Business Acquired: not applicable. (b) Pro Forma Combined Condensed Financial Information: not applicable. (c) Exhibits 3 Restated Certificate of Incorporation of the Registrant, as amended. 99 Press Release of the Registrant, dated December 15, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 15th day of December, 1995. THERMO PROCESS SYSTEMS INC. By: /s/ John P. Appleton John P. Appleton President and Chief Executive Officer EX-3 2 Exhibit 3 RESTATED CERTIFICATE OF INCORPORATION OF THERMO PROCESS SYSTEMS INC. Thermo Process Systems Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The date of filing of its original Certificate of Incorporation with the Secretary of the State of Delaware was May 30, 1986. This Restated Certificate of Incorporation restates and integrates all amendments to the Restated Certificate of Incorporation of this corporation, filed with the Secretary of State of Delaware on June 23, 1986, and has been duly adopted by the written consent of the sole stockholder of this corporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. FIRST. The name of the corporation is Thermo Process Systems Inc. SECOND. The address of its registered office in the State of Delaware if No. 1209 Orange Street, in the City of Wilmington 19805, County of New Castle. The name of its registered agent at such address is Corporation Trust Company. THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the corporation shall have the authority to issue is Ten Million (10,000,000), and the par value of each of such shares is Ten Cents ($0.10), amounting in the aggregate to One Million and No/100 Dollars ($1,000,000). FIFTH. The Board of Directors shall have the power to adopt, amend or repeal the By-Laws. SIXTH. No director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which PAGE involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed on behalf of the undersigned corporation by its duly authorized officer and attested to by its duly authorized Secretary this 23rd day of July, 1986. THERMO PROCESS SYSTEMS INC. By: /s/ Peter G. Pantazelos -------------------------- Peter G. Pantazelos Vice President and Chief Financial Officer ATTEST: By: /s/ Paul F. Ferrari ----------------------------- Paul F. Ferrari Secretary PAGE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF THERMO PROCESS SYSTEMS INC. Thermo Process Systems Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows, pursuant to Section 242 of the General Corporation Law of the State of Delaware: 1. That Article FOURTH of the Restated Certificate of Incorporation of the Corporation, as restated on July 24, 1986, is hereby amended to increase the number of authorized shares of the Corporation's Common Stock, $0.10 par value per share, from 10,000,000 shares to 20,000,000 shares and that such amendment is hereby effected by deleting said Article in its entirety and inserting the following in substitution therefor: "FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Twenty Million (20,000,000) and the par value of each share is Ten Cents ($0.10)." 2. That the Board of Directors of the Corporation at a meeting held on May 26, 1988, duly adopted the following resolution: RESOLVED: That the Board of Directors recommend to the Stockholders the approval of an amendment to the Corporation's Restated Certificate of PAGE Incorporation to increase the Corporation's authorized voting Common Stock, $.10 par value from 10,000,000 to 20,000,000 shares. 3. That the amendment to the Corporation's Restated Certificate of Incorporation was duly adopted by affirmative vote of Stockholders of the Corporation holding in excess of 50% of the shares of Common Stock, $0.10 par value per share, of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused this Certificate of Amendment to be signed by Walter J. Bornhorst, its Chairman of the Board of Directors, Chief Executive Officer and President, and attested by Paul F. Ferrari, its Secretary, this 26th day of September, 1988. THERMO PROCESS SYSTEMS INC. By: /s/ Walter J. Bornhorst ----------------------- Walter J. Bornhorst, Chairman of the Board, Chief Executive Officer and President ATTEST: By: /s/ Paul F. Ferrari ------------------- Paul F. Ferrari, Secretary PAGE CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF THERMO PROCESS SYSTEMS INC. Thermo Process Systems Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows, pursuant to Section 242 of the General Corporation Law of the State of Delaware: 1. That Article FIRST of the Restated Certificate of Incorporation of the Corporation, as restated on July 24, 1986 and amended on September 29, 1988 and on October 19, 1989, is hereby amended to change the name of the Corporation to Thermo TerraTech Inc. and that such amendment is hereby effected by deleting said Article in its entirety and inserting the following in substitution therefor: "Article FIRST: The name of the Corporation is: Thermo TerraTech Inc." 2. That the Board of Directors of the Corporation at a meeting held on December 13, 1995 duly adopted the following resolution: RESOLVED: That the Directors recommend that the Shareholders of the Corporation approve an amendment to the Corporation's Certificate of Incorporation changing the name of the Corporation to Thermo TerraTech Inc. PAGE 3. That the amendment to the Corporation's Restated Certificate of Incorporation was duly adopted by the affirmative vote of Stockholders of the Corporation holding in excess of 50% of the shares of Common Stock, $.10 par value per share, of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused this Certificate of Amendment to be signed by John P. Appleton its President and Chief Executive Officer and attested to by Sandra L. Lambert, its Secretary, this 13th day of December, 1995. Thermo Process Systems Inc. By: /s/John P. Appleton ------------------- John P. Appleton President and Chief Executive Officer Attest: By: /s/ Sandra L. Lambert --------------------- Sandra L. Lambert, Secretary EX-99 3 EXHIBIT 99 THERMO PROCESS SYSTEMS CHANGES NAME TO THERMO TERRATECH WALTHAM, Mass., December 15, 1995 -- Shareholders of Thermo Process Systems Inc. (ASE-TPI) have approved the change of the company's name to Thermo TerraTech Inc. The outcome of the vote was announced at the company's annual meeting on December 13, 1995. The name change reflects the company's new emphasis on environmental infrastructure services. The ticker symbol on the American Stock Exchange has also been changed to TTT. The new company name is effective immediately, while the use of TTT on the stock exchange will not commence until Monday, December 18, 1995. Shareholders will not be requested to exchange their stock certificates. Thermo TerraTech Inc. provides environmental services and infrastructure planning and design, encompassing a range of specializations within the consulting and design, soil and water remediation, laboratory testing, and metal-treating industries. Thermo TerraTech is a public subsidiary of Thermo Electron Corporation. For further information, contact Thermo Electron's Investor Relations Department at (617) 622-1111. # # # -----END PRIVACY-ENHANCED MESSAGE-----