-----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, UCYyQTmvsWx3xjDsWopKm3+DyiJ57kSZJM8XCfuPsyZxy7W9MsFXLPZxFPotDCFU 1DqTt69zYTwL20b3OHofJg== 0000796038-96-000011.txt : 19960405 0000796038-96-000011.hdr.sgml : 19960405 ACCESSION NUMBER: 0000796038-96-000011 CONFORMED SUBMISSION TYPE: S-2 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19960404 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO TERRATECH 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: S-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02269 FILM NUMBER: 96544627 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02154-9046 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02154-9046 FORMER COMPANY: FORMER CONFORMED NAME: THERMO PROCESS SYSTEMS INC DATE OF NAME CHANGE: 19920703 S-2 1 As filed with the Securities and Exchange Commission on April 4, 1996 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-2 Registration Statement Under The Securities Act of 1933 __________________ THERMO TERRATECH INC. (Exact name of registrant as specified in its charter) ------------------ Delaware (State or other jurisdiction of incorporation or organization) 04-2925807 (I.R.S. Employer Identification No.) __________________ 81 Wyman Street Waltham, Massachusetts 02254-9046 (617) 622-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________ Sandra L. Lambert, Secretary Thermo TerraTech 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 Thermo TerraTech Inc. c/o Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02254-9046 ---------------------- PAGE Approximate date of commencement of proposed sale to the public: The Common Stock Purchase Warrants may be sold as soon as practicable after the Registration Statement has become effective. The Common Stock underlying such Warrants may be sold as soon as practicable after the Registration Statement has become effective and after the exercise of such Warrants. 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, check the following box. [ x ] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. [ ] ______________________ CALCULATION OF REGISTRATION FEE Title of each Proposed Proposed class of Maximum Maximum securities Amount Offering Aggregate Amount of to be to be Price Per Offering Price Registration registered registered Unit (1) (1) Fee Common Stock 512,500 --- --- None (2) Purchase warrants Warrants Common Stock, 512,500 $10.00 $5,125,000.00 $.10 par shares $1,768.00 value per share Common Stock 188,000 --- --- None (2) Purchase warrants Warrants Common Stock, 188,000 $11.34 $2,131,920.00 $736.00 $.10 par shares value per share Total $2,504.00 _____________________ (1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(g) under the Secuities Act of 1933. The calculation of the proposed maximum aggregate offering price has been based upon the price at which the Common Stock Purchase Warrants may be exercised. (2) Pursuant to Rule 457(g). 2 PAGE ______________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS 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. < 3 PAGE Thermo TerraTech Inc. Common Stock Purchase Warrants and Common Stock Cross Reference Sheet Between Items of Form S-2 and Prospectus Item Location in Prospectus ---- ---------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus........ Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus....... Inside Front and Outside Back Cover Pages 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges......................... The Company 4. Use of Proceeds................. Use of Proceeds 5. Determination of Offering Price. Description of Warrants 6. Dilution........................ Not Applicable 7. Selling Security Holders........ Selling Securityholders; Sale of Securities 8. Plan of Distribution............ Cover Page; Selling Securityholders; Sale of Securities 9. Description of Securities to be Registered................... Cover Page; Description of Warrants; Description of Common Stock 10. Interests of Named Experts and Counsel..................... Experts; Legal Matters 11. Information with Respect to the Registrant.................. Cover Page; The Company; Recent Developments; Description of Warrants; Description of Common Stock 12. Incorporation of Certain Information by Reference........ Incorporation of Certain Information by Reference 4 PAGE 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities..................... Not Applicable 5 PAGE PROSPECTUS THERMO TERRATECH INC. Warrants to Purchase 700,500 Shares of Common Stock and 700,500 Shares of Common Stock Issuable Upon Exercise of Such Warrants This Prospectus relates to (i) the reoffer and resale of Common Stock Purchase Warrants (the "Warrants") to purchase 700,500 shares of Common Stock, par value $.10 per share (the "Common Stock"), of Thermo TerraTech Inc. (the "Company"), and (ii) the issuance of 700,500 shares of Common Stock (the "Shares") that may be acquired upon exercise of the Warrants. The Warrants and/or the Shares are sometimes referred to in this Prospectus interchangeably as the "Securities." The Warrants may be offered by certain securityholders of the Company (the "Selling Securityholders") from time to time in negotiated transactions, 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 Securityholders may effect such transactions by selling the Warrants to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders and/or the purchasers of the Warrants 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). The Selling Securityholders and any broker-dealer who acts in connection with sales of the Warrants 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 Warrants as principal might be deemed to be underwriting discounts and commissions under the Securities Act. See "Selling Securityholders." _____________ None of the proceeds from the sale of the Warrants by the Selling Securityholders will be received by the Company. The Company 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 Securityholders) in connection with the registration and sale of the Securities being registered hereby. The Company has agreed to indemnify the Selling Securityholders against certain liabilities, including liabilities under the Securities Act as underwriter or otherwise. _____________ 6 PAGE 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 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------- The Company is a majority-owned subsidiary of Thermo Electron Corporation ("Thermo Electron"). The Common Stock is traded on the American Stock Exchange under the symbol "TTT." There is no public market for the Warrants. ___________, 1996 No dealer, salesman or any other person has been authorized to give any information or to make any representations not contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. 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 Commission's regional offices at 7 World Trade Center, New York, New York 10006 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. 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 can be inspected at the office of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. 7 PAGE The Company has filed with the Commission a Registration Statement of Form S-2 under the Securities Act of 1933, as amended, with respect to the Securities offered by this Prospectus. This Prospectus omits certain information contained in the Registration Statement. Reference is hereby made to the Registration Statement and the exhibits filed as a part thereof for further information with respect to the Company and to the Securities offered hereby, and any statement herein concerning any exhibit is qualified in all respects by the provisions of such exhibit. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents previously filed by the Company with the Commission are incorporated in this Prospectus by reference: (1) The Company's Annual Report on Form 10-K for the year ended April 1, 1995, as amended. (2) The Company's Current Report on Form 8-K filed with the Commission on May 24, 1995 with respect to events occurring on May 9, 1995. (3) The Company's Current Report on Form 8-K filed with the Commission on May 25, 1995 with respect to events occurring on May 10, 1995, as amended. (4) The Company's Quarterly Report on Form 10-Q for the three-month period ended July 1, 1995. (5) The Company's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1995. (6) The Company's Current Report on Form 8-K filed with the Commission on December 14, 1995 with respect to events occurring on December 8, 1995, as amended. (7) The Company's Current Report on Form 8-K filed with the Commission on December 15, 1995 with respect to events occurring on December 13, 1995. (8) The Company's Quarterly Report on Form 10-Q for the three-month period ended December 30, 1995. (9) 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. Copies of any such documents, other than exhibits to such documents (unless such exhibits specifically are incorporated by reference in such documents), are available without charge, upon written or oral request, from Thermo TerraTech Inc., c/o Thermo Electron Corporation, 81 Wyman Street, P. O. Box 9046, Waltham, 8 PAGE Massachusetts 02254-9046, Attention: Sandra L. Lambert, Esq., Secretary; telephone: (617) 622-1000. 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 a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus. THE COMPANY The Company is a provider of environmental services and infrastructure planning and design, encompassing a range of specializations within the consulting and design, remediation and recycling, laboratory testing, and metal-treating industries. Consulting and Design - The Company's Bettigole Andrews & Clark Inc. and Normandeau Associates Inc. subsidiaries provide both private and public sector clients with a range of consulting services that address transportation planning and design, and natural resource management issues, respectively. In February 1995, the Company acquired Elson T. Killam Associates Inc., which provides environmental consulting and engineering services and specializes in wastewater treatment and water resources management. Remediation and Recycling - The Company's majority-owned Thermo Remediation Inc. ("Thermo Remediation") subsidiary operates a network of soil-remediation centers, serving customers in more than a dozen states by providing thermal treatment of soil to remove and destroy petroleum contamination caused by leaking underground and aboveground storage tanks, spills, and other sources. Thermo Remediation's Thermo Fluids Inc. subsidiary, located in Arizona, offers fluids-recycling services including waste motor oil and wastewater treatment throughout Arizona and in neighboring states. In addition, Thermo Remediation's Remediation Technologies, Inc. subsidiary, acquired in December 1995, is an integrated environmental services firm, with 15 offices nationwide, that focuses primarily on the remediation of former and active industrial sites contaminated with organic wastes and residues. Through its Thermo Nutech division ("Thermo Nutech"), Thermo Remediation provides services to remove radioactive contaminants from sand, gravel, and soil, as well as health physics, radiochemistry laboratory, and radiation dosimetry services. Thermo Nutech was formerly part of a joint venture between the Company and Thermo Instrument Systems Inc. 9 PAGE The Company's majority-owned Thermo EuroTech N.V. subsidiary, formerly known as J. Amerika N.V. ("Thermo EuroTech"), located in the Netherlands, provides wastewater treatment services as well as services to test, remove and install underground storage tanks. In March 1995, Thermo EuroTech acquired Refining and Trading Holland B.V., which specializes in converting "off-spec" and contaminated petroleum fluids into usable oil products. Laboratory Testing - The Company's Thermo Analytical Inc. subsidiary operates a network of analytical laboratories that provide environmental testing services to commercial and government clients throughout the U.S. The May 1995 acquisition of Lancaster Laboratories expands the Company's range of contract services beyond environmental testing to the pharmaceutical- and food-testing industries. Metal Treating - The Company performs metallurgical processing services, using thermal-treatment equipment at locations in California and Minnesota. The Company also designs, manufactures, and installs advanced custom-engineered, thermal-processing systems through its equipment division located in MichigaN. The Company is a majority-owned, publicly traded subsidiary of Thermo Electron. As of December 30, 1995, Thermo Electron owned 14,119,858 shares of the Common Stock of the Company, representing approximately 81% of such Common Stock outstanding. The Company's principal executive offices are located at 81 Wyman Street, Waltham, Massachusetts 02254, and its telephone number is (617) 622-1000. This Prospectus is accompanied by (i) a copy of the Company's Annual Report on Form 10-K, as amended on Form 10-K/A, for the fiscal year ended April 1, 1995 and (ii) a copy of the Company's Quarterly Report on Form 10-Q for the most recent quarter ended after April 1, 1995. RECENT DEVELOPMENTS On May 4, 1995, the Company's Thermo Remediation subsidiary issued $37,950,000 aggregate principal amount of its 4 7/8% Convertible Subordinated Debentures due 2000. The debentures are convertible at the option of the holders thereof into shares of Thermo Remediation's common stock at an initial conversion price (subject to future adjustments) of $17.92 per share. On December 8, 1995, Thermo Remediation acquired all of the issued and outstanding capital stock of Remediation Technologies, Inc. ("RETEC") for a combination of cash and securities having an aggregate value of approximately $29.7 million. The purchase price consisted of approximately $18.5 million in cash and units consisting of (i) 227,250 shares of Thermo Remediation's common 10 PAGE stock and (ii) warrants to purchase 75,750 additional shares of Thermo Remediation's common stock at an exercise price of $14.85 per share, such units having an aggregate value of approximately $3.7 million. In addition, Thermo Remediation assumed outstanding RETEC stock options and converted such options into options to purchase up to 897,000 shares of Thermo Remediation common stock. The shares of such common stock issuable upon exercise of such options are subject to certain restrictions on resale, which restrictions lapse ratably over a period of five years. As converted, such options have a weighted average exercise price of $4.24 per share and were valued in the aggregate at approximately $7.5 million. RETEC recorded revenues of approximately $39 million in the fiscal year ended December 31, 1994. USE OF PROCEEDS None of the proceeds from the sale of the Warrants by the Selling Securityholders will be received by the Company. The proceeds from the exercise of the Warrants, if any, will be used by the Company for general corporate purposes. SELLING SECURITYHOLDERS The following table shows the names of the Selling Securityholders, the number of Warrants each beneficially owned as of the date of this Prospectus, the number of Warrants that may be offered by each of them pursuant to this Prospectus and the number of Warrants each will own after completion of the offering (assuming all of the Warrants being offered hereby are sold). Warrants Owned Warrants After Owned Completi Prior to Warrants on of Selling Securityholder the Being the ---------------------- Offering Offered Offering -------- ------- -------- Irving B. Harris Revocable Trust 205,500 205,500 0 dated 7/31/87 (1) Roxanne H. Frank Trust dated 3/16/84 64,750 64,750 0 Couderay Partners 59,250 59,250 0 Virginia H. Polsky Trust dated 55,250 55,250 0 8/5/84 Jerome Kahn, Jr. Revocable Trust, 21,250 21,250 0 dated 10/16/87, Jerome Kahn, Jr., Trustee (2) Fred Holubow (3) 16,500 16,500 0 11 PAGE Marc A. Neuerman (2) 7,000 7,000 0 Yves Micheli 6,250 6,250 0 Bear East Partners 28,060 28,060 0 Terence M. Hogan 2,190 2,190 0 William W. Harris Children Charity 6,000 6,000 0 Trust dated 11/29/83 William W. Harris Trust dated 34,000 34,000 0 6/22/84 Harris Foundation 48,000 48,000 0 Irving B. Harris Foundation 4,000 4,000 0 John N. Hatsopoulos (4) 12,500 12,500 0 Darier, Hentsch & Cie. 12,500 12,500 0 Joseph Giamanco (5) 12,500 12,500 0 Peter G. Pantazelos (6) 15,000 15,000 0 The George & Dora Razis 1981 Trust 10,000 10,000 0 (7) IBH Grandchildren Charity Trust 12,000 12,000 0 dated 11/29/83 Donna E. Barrows 14,000 14,000 0 June H. Barrows 20,000 20,000 0 William Harris Settlor Trust, F/B/O 4,000 4,000 0 Patricia J. Rosbrow Robert L. Barrows 12,000 12,000 0 James J. Pelts 4,000 4,000 0 Mary Ann Wark 10,000 10,000 0 Joan W. Harris 4,000 4,000 0 TOTALS 700,500 700,500 0 ---------------------------------- (1) Mr. Irving B. Harris, trustee of the Irving B. Harris Revocable Trust, is also Chairman of the Harris Foundation; Chairman of the Irving B. Harris Foundation; a trustee of the William Harris Settlor Trust, F/B/O Patricia J. Rosbrow; and the husband of Joan W. Harris, the trustee of the Joan W. Harris Trust. Accordingly, Mr. Harris may be deemed to own the 48,000, 4,000, 4,000 and 4,000 Warrants, respectively, owned by such entities. (2) Mr. Jerome Kahn, Jr., trustee of the Jerome Kahn, Jr. Revocable Trust, and Mr. Marc A. Neuerman are also trustees of the Roxanne H. Frank Trust dated 3/16/84; managing agents of Couderay Partners; trustees of the Virginia H. Polsky Trust dated 8/5/84; trustees of the William W. Harris Children Charity Trust dated 11/29/83; trustees of the William W. Harris Trust dated 6/22/84; and trustees of the 12 PAGE IBH Grandchildren Charity Trust dated 11/29/83. Accordingly, Mr. Kahn and Mr. Neuerman may each be deemed to own the 64,750, 59,250, 55,250, 6,000, 34,000 and 12,000 Warrants, respectively, owned by such entities. (3) Mr. Holubow is a Director of the Company's Thermo Remediation subsidiary. (4) Mr. Hatsopoulos is a Vice President, the Chief Financial Officer and a Director of the Company, is an Executive Vice President and the Chief Financial Officer of Thermo Electron and is a Vice President and the Chief Financial Officer of the Company's Thermo Remediation subsidiary. (5) Mr. Giamanco is the owner and president of GMH, Inc., which serves as a specialist in the Company's Common Stock on the American Stock Exchange. (6) Mr. Pantazelos is an Executive Vice President of Thermo Electron. (7) Mr. Paris Nicolaides, a consultant to Thermo Electron, is trustee of The George & Dora Razis 1981 Trust. Accordingly, Mr. Nicolaides may be deemed to own the 10,000 Warrants owned by such trust. The Warrants are being registered to permit public secondary trading of the Warrants from time to time by the Selling Securityholders. All of the Warrants were acquired by the Selling Securityholders or their affiliates from the Company in private placement transactions pursuant to Securities Purchase Agreements with the Company dated as of December 20, 1991, March 20, 1992, June 15, 1992, September 1, 1992, December 16, 1992, and March 18, 1993 (the "Purchase Agreements"). The Shares are issuable upon exercise of certain of the Warrants at an exercise price of $10.00 per Share and upon the exercise of certain other Warrants at an exercise price of $11.34 per Share. In the Purchase Agreements, the Company agreed, among other things, to bear all expenses (other than underwriting discounts, selling commissions, and fees and expenses of counsel and other advisors to the Selling Securityholders) in connection with the registration and sale of the Warrants being offered by the Selling Securityholders. See "Sale of Securities." 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 Warrants offered hereby have been sold pursuant thereto or until such Warrants are no longer, by reason of Rule 144(k) under the Securities Act or any other rule of similar effect, required to be registered for the public sale thereof by the Selling Securityholders. 13 PAGE SALE OF SECURITIES The Company has been advised that the Selling Securityholders may sell Warrants from time to time in negotiated transactions, 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 Securityholders may effect such transactions by selling the Warrants to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders and/or the purchasers of the Warrants 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). The Selling Securityholders and any broker-dealers who act in connection with the sale of Securities 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 Securities as principal might be deemed to be underwriting discounts and commissions under the Securities Act. The Company has agreed to indemnify the Selling Securityholders against certain liabilities, including liabilities under the Securities Act as underwriter or otherwise. DESCRIPTION OF WARRANTS The following is a brief description of the principal terms applicable to the Warrants. The Warrants represent the right, exercisable during a prescribed period of time, to purchase shares of the Common Stock of the Company at prescribed prices. The Warrants were acquired by the Selling Securityholders or their affiliates from the Company in private placement transactions pursuant to Purchase Agreements dated as of December 20, 1991, March 20, 1992, June 15, 1992, September 1, 1992, December 16, 1992, and March 18, 1993. Exercise Period and Procedure. The registered holder of a Warrant may exercise the Warrant, in whole or in part (but not as to fractional Shares) at any time and from time to time after the date of this Prospectus and prior to the fifth anniversary of such date (the "Exercise Period"). Certificates for Shares purchased upon exercise of a Warrant will be delivered by the Company to the purchaser within ten days after the Company has received a completed and executed exercise agreement, in the form attached to the Warrant, and a check representing the exercise price of the Shares for which the Warrant is exercised (the "Exercise Date"). Shares issuable upon the exercise of a Warrant will be deemed to have been issued to the purchaser on the Exercise Date, and the purchaser will be deemed for all purposes 14 PAGE to have been the record holder of such Shares on the Exercise Date. Unless an exercised Warrant has expired or all of the purchase rights represented thereby have been exercised, the Company will prepare a new Warrant, substantially identical thereto, representing the rights formerly represented by such Warrant which have not expired or been exercised. The Warrants may not be exercised as to fractional Shares. If a fractional Share would otherwise be issuable upon exercise of a Warrant, the Company will, within ten days after the Exercise Date, deliver to the purchaser a check payable to the purchaser in lieu of such fractional share, in an amount equal to the market price of such fractional Share as of the close of business on the Exercise Date. The issuance of certificates for Shares upon exercise of a Warrant will be made without charge to the registered holder for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of such Shares. The Company will not, however, be required to pay any tax which may be payable in respect of any transfer, in whole or in part, of any Warrant (including the issuance of new Warrants in connection therewith) or the delivery of stock certificates in a name other than that of the registered holder of a Warrant presented for exercise, and any such tax must be paid by such registered holder at the time of presentation. The Company will not close its books for the transfer of the Warrants or of any Shares issued or issuable upon the exercise on the Warrants in any manner which interferes with the timely exercise of the Warrants. Exercise Price. The Warrants issued pursuant to the Purchase Agreements dated as of December 20, 1991, March 20, 1992, June 15, 1992 and September 1, 1992 may be exercised at an exercise price of $10.00 per Share, and the Warrants issued pursuant to the Purchase Agreements dated as of December 16, 1992 and March 18, 1993 may be exercised at an exercise price of $11.34 per Share (as the case may be, the "Exercise Price"). The Exercise Price of each Warrant was determined after taking into account several factors, including (a) the fair market values of the Common Stock underlying the Warrants on their respective dates of issuance, (b) the appropriate premiums over such fair market values compared to premiums applicable to listed or quoted options on similar securities, (c) the degree of volatility in such fair market values prior to such issuance and (d) the length of the Exercise Period. Adjustments. In order to prevent dilution of the rights granted under the Warrants, both the Exercise Price and the number of Shares that may be issued upon exercise of the Warrants will be subject to adjustment from time to time if, during the Exercise Period, the Company (a) issues any shares of Common Stock as a dividend upon Common Stock, or (b) issues any shares of Common Stock by reclassification or otherwise, (c) combines 15 PAGE outstanding shares of Common Stock, by reclassification or otherwise or (d) declares a dividend upon the Common Stock payable otherwise than out of earnings or retained earnings and otherwise than in Common Stock. No adjustment of the Exercise Price will be made if the amount of such adjustment would be less than one cent per Share, but in such case any adjustment that would otherwise be required then to be made will be carried forward and will be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, would amount to not less than one cent per share. Upon any reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation (other than a consolidation or merger in which the Company is the surviving entity and which does not result in any change in the Common Stock), or any sale or other disposition by the Company of all or substantially all of its assets to any other corporation, the Warrants will thereafter be exercisable for the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, as the case may be, to which the Shares (and any other securities and property) of the Company, deliverable upon the exercise of the Warrants, would have been entitled upon such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition if the Warrants had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition. No Voting Rights. The Warrants will not entitle the holders thereof to any voting rights or other rights as stockholders of the Company. Miscellaneous. The Warrants and all rights thereunder are transferable, in whole or in part, without charge to the registered holder, upon surrender of the Warrants with properly executed assignment (in the form attached to the Warrants) at the principal office of the Company. Similarly, the Warrants are exchangeable, upon the surrender thereof by the registered holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights thereunder, and each of such new Warrants will represent such portion of such rights as is designated by the registered holder at the time of such surrender. The provisions of the Warrants may be amended and the Company may take any action therein prohibited, or omit to perform any act therein required to be performed by it, only if the Company has obtained the written consent of the registered holders of Warrants representing at least 50% of the shares obtainable upon the exercise of the Warrants outstanding at the time of such consent. 16 PAGE DESCRIPTION OF COMMON STOCK The following is a brief description of the principal terms applicable to the authorized shares of the Company's Common Stock. Each share of Common Stock is entitled to pro rata participation in distributions upon liquidation and to one vote on all matters submitted to a vote of stockholders. Dividends may be paid to the holders of Common Stock when and if declared by the Board of Directors out of funds legally available therefor. Holders of Common Stock have no preemptive or similar rights. The outstanding shares of Common Stock are, and the Shares offered hereby will be, legally issued, fully paid and nonassessable. The shares of Common Stock have noncumulative voting rights, which means that the holders of a majority of the shares voting can elect all the Directors if they so choose, and in such event, the holders of the remaining shares cannot elect any Directors. As of December 30, 1995, Thermo Electron beneficially owned 14,119,858 shares of Common Stock, which represented approximately 81% of the then outstanding Common Stock. It is anticipated that Thermo Electron will continue to beneficially own at least a majority of the outstanding Common Stock, and will have the power to elect all of the members of the Company's Board of Directors. The Company's Certificate of Incorporation contains certain provisions permitted under the General Corporation Law of the State of Delaware relating to the liability of Directors. The provisions eliminate a Director's liability for monetary damages for a breach of fiduciary duty, except in certain circumstances involving wrongful acts or omissions, which involve intentional misconduct or a knowing violation of law. The Company believes that these provisions will assist the Company in attracting and retaining qualified individuals to serve as Directors and officers. The transfer agent and registrar for the Common Stock is American Stock Transfer and Trust Company. LEGAL MATTERS Certain legal matters relating to the Securities offered hereby have been passed upon for the Company by Seth H. Hoogasian, General Counsel of Thermo Electron and of the Company. Mr. Hoogasian owns or has the right to acquire through the exercise of stock options shares of common stock of Thermo Electron, the Company and of certain of their respective subsidiaries, the fair market value of which exceeds $50,000. 17 PAGE EXPERTS The financial statements and schedule of the Company for the year ended April 1, 1995, incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K, as amended, for the year ended April 1, 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 Lancaster Laboratories, Inc. and Clewmark Holdings for the year ended September 30, 1994, incorporated in this Prospectus by reference to the Company's Current Report on Form 8-K, as amended, dated May 10, 1995 have been audited by Trout, Ebersole & Groff, 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. The financial statements of Remediation Technologies, 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 8, 1995 have been audited by KPMG Peat Marwick 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. The financial statements of Remediation Technologies, Inc. for the year ended December 31, 1993 and 1992, incorporated in this Prospectus by reference to the Company's Current Report on Form 8-K, as amended, dated December 8, 1995 have been audited by Nardella & Taylor, 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. The financial statements of RETEC/TETRA L.C. appearing in the Company's Current Report on Form 8-K, as amended, dated December 8, 1995, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 18 PAGE PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities which are being registered hereby are as follows. All amounts shown are estimates, except the Securities and Exchange Commission registration fee and the American Stock Exchange listing fee. All expenses are to be paid by the Registrant. Amount ------ Securities and Exchange Commission registration fee.............................. $ 2,504.00 American Stock Exchange listing fee........................................... 14,010.00 Legal fees and expenses....................... 3,000.00 Accounting fees and expenses...................................... 5,000.00 Miscellaneous................................. 2,000.00 ----------- TOTAL.................................... $26,514.00 Item 15. Indemnification of Directors and Officers. The Delaware General Corporation Law and the Company's Restated Certificate 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. Reference is made to the form of Indemnification Agreement for Officers and Directors incorporated by reference as Exhibit 10.10 hereto. 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. The Selling Securityholders are obligated under the Securities Purchase Agreements to indemnify Directors, officers and controlling persons of the Registrant against certain liabilities, including liabilities under the Securities Act. 19 PAGE Item 16. Exhibits. See the Exhibit Index included immediately preceding the exhibits to this Registration Statement. Item 17. 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 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 20 PAGE 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. (4) If the Registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. (b) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom a prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (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 21 PAGE indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 22 PAGE 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 of filing on Form S-2, 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 3rd day of April, 1996. THERMO TERRATECH INC. By: /s/ John P. Appleton John P. Appleton 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 Date --------- ----- ---- John P. Appleton President (Chief April 3, 1996 John P. Appleton Executive Officer) and Director John N. Hatsopoulos Vice President (Chief April 3, 1996 John N. Hatsopoulos Financial Officer) and Director Paul F. Kelleher Chief Accounting April 3, 1996 Paul F. Kelleher Officer George N. Hatsopoulos Director April 3, 1996 George N. Hatsopoulos 23 PAGE Donald E. Noble Director April 3, 1996 Donald E. Noble William A. Rainville Chairman of the Board April 3, 1996 William A. Rainville and Director Polyvios C. Vintiadis Director April 3, 1996 Polyvios C. Vintiadis _____________________ Director April _, 1996 Paul E. Tsongas 24 PAGE EXHIBIT INDEX Exhibit Number Reference Page ------ --------- ---- 2.1 Asset Purchase Agreement by and among Thermo Analytical Inc. (as Buyer); Lancaster Laboratories, Inc. and Clewmark Holdings (as Sellers); and Earl H. Hess, Anita F. Hess, Kenneth E. Hess, J. Wilson Hershey and Carol D. Hess (as the principal owners of Sellers) (filed as Exhibit 1 to the Registrant's Current Report on Form 8-K relating to the events occurring on May 10, 1995 [File No. 1-9549] and incorporated herein by reference). 2.2 Agreement and Plan of Merger dated as of the 1st day of December, 1995, by and among Thermo Remediation Inc., TRI Acquisition Inc. and Remediation Technologies, Inc. (filed as Exhibit 2(a) to the Registrant's Current Report on Form 8-K relating to the events occurring on December 8, 1995 [File No. 1-9549] and incorporated herein by reference). 4.1 Specimen Common Stock Certificate (filed as Exhibit 4 to the Registrant's Registration Statement on Form S-1 [File No. 33-6736] and incorporated herein by reference). 4.2 Specimen Common Stock Purchase Warrant 4.3 Fiscal Agency Agreement dated August 4, 1989, among the Registrant, Thermo Electron Corporation, and Chemical Bank, as fiscal agent (filed as Exhibit B to the Registrant's Current Report on Form 8-K relating to events occurring on August 4, 1989 [File No. 1-9549] and incorporated herein by reference). The Registrant hereby agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission upon request, a copy of each other instrument with respect to other long-term debt of the Company or its subsidiaries. 4.4 Specimen Securities Purchase Agreement 5.1 Opinion of Seth H. Hoogasian, Esq. 25 PAGE Exhibit Number Reference Page ------ --------- ---- 10.1 Thermo Electron Corporate Charter as amended and restated effective January 3, 1993 (filed as Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 3, 1993 [File No. 1-9549] and incorporated herein by reference). 10.2 Amended and Restated Corporate Services Agreement dated January 3, 1993, between Thermo Electron Corporation and the Registrant (filed as Exhibit 10(b) to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 3, 1993 [File No. 1-9549] and incorporated herein by reference). 10.3 Agreement of Lease dated December 31, 1985, between Claridge Properties Ltd. and Thermo Electron Corporation (filed as Exhibit 10(c) to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-6763] and incorporated herein by reference). 10.4 Assignment of Lease dated December 31, 1985, between Thermo Electron Corporation and TMO, Inc. (filed as Exhibit 10(d) to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-6763] and incorporated herein by reference). 10.5 Sublease dated March 30, 1986, between TMO, Inc. and Holcroft/Loftus, Inc. (filed as Exhibit 10(e) to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-6763] and incorporated herein by reference). 10.6 Lease Amending Agreement dated January 1, 1995, between Claridge Properties Ltd., Thermo Electron Corporation and TMO, Inc. (filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended April 1, 1995 [File No. 1-9549] and incorporated herein by reference). 10.7 License Agreement, dated December 30, 1989, between Degussa Aktiengasellschaft and Holcroft/Loftus, Inc. (filed as Exhibit 10(f) to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1990 [File No. 1-9549] and incorporated herein by reference). 26 PAGE Exhibit Number Reference Page ------ --------- ---- 10.8 License Agreement dated June 26, 1992, by and between Holcroft Inc. and Camlaw Ltd. (filed as Exhibit 10(g) to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 3, 1993 [File No. 1-9549] and incorporated herein by reference). 10.9 Exclusive License and Marketing Agreement dated March 22, 1990, among TPS Technologies Inc., Holcroft Inc., and Thermo Soil Recyclers Inc. (filed as Exhibit 10(q) to the Registrant's Annual Report on Form 10-K for the year ended March 30, 1990 [File No. 1-9549] and incorporated herein by reference). 10.10 Form of Indemnification Agreement with Directors and Officers (filed as Exhibit 10(k) to the Registrant's Annual Report on Form 10-K for the year ended March 30, 1991 [File No. 1-9549] and incorporated herein by reference). 10.11 Development Agreement dated September 15, 1991, between Thermo Electron Corporation and the Registrant (filed as Exhibit 10(l) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 1991 [File No. 1-9549] and incorporated herein by reference). 10.12 Amended and Restated Development Agreement dated January 2, 1992, between Thermo Electron Corporation and the Registrant (filed as Exhibit 10(m) to the Registrant's Annual Report on Form 10-K for the year ended March 28, 1992 [File No. 1-9549] and incorporated herein by reference). 10.13 Asset Transfer Agreement dated as of October 1, 1993 among the Registrant, TPS Technologies Inc. and Thermo Remediation Inc. (filed as Exhibit 2.3 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 10.14 Exclusive License Agreement dated as of October 1, 1993 among the Registrant, TPS Technologies Inc. and Thermo Remediation Inc. (filed as Exhibit 2.4 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 27 PAGE Exhibit Number Reference Page ------ --------- ---- 10.15 Non-Competition and Non-Disclosure Agreement dated as of October 1, 1993 among the Registrant, TPS Technologies Inc. and Thermo Remediation Inc. (filed as Exhibit 2.5 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 10.16 Tax Allocation Agreement dated as of June 1, 1992 between the Registrant and Thermo Remediation Inc. (filed as Exhibit 10.3 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 10.17 Agreement of Partnership dated May 16, 1994 among Terra Tech Labs Inc. (a wholly owned subsidiary of the Registrant) and Eberline Analytical Corporation, Skinner & Sherman, Inc., TMA/NORCAL Inc., Normandeau Associates Inc., Bettigole Andrews & Clark Inc., Fellows, Read & Associates Inc. and Thermo Consulting Engineers Inc. (each a wholly owned subsidiary of Thermo Instrument Systems Inc.) (filed as Exhibit 1 to the Registrant's Current Report on Form 8-K dated May 16, 1994 [File No. 1-9549] and incorporated herein by reference). 10.18 Promissory Note dated May 16, 1994 issued by the Registrant to Thermo Electron Corporation (filed as Exhibit 2 to the Registrant's Current Report on Form 8-K dated May 16, 1994 [File No. 1-9549] and incorporated herein by reference). 10.19 Agreement of Dissolution of Partnership dated May 9, 1995 among Thermo Terra Tech (the Partnership), Terra Tech Labs, Inc. (a wholly owned subsidiary of the Registrant) and Eberline Analytical Corporation, Skinner & Sherman, Inc., TMA/NORCAL Inc., Normandeau Associates Inc., Bettigole Andrews & Clark Inc., Fellows, Read & Associates Inc. and Thermo Consulting Engineers Inc. (each a wholly owned subsidiary of Thermo Instrument Systems Inc.) (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K relating to the events occurring on May 9, 1995 [File No. 1-9549] and incorporated herein by reference). 28 PAGE Exhibit Number Reference Page ------ --------- ---- 10.20 Stock Purchase Agreement dated May 9, 1995 between the Registrant and Thermo Instrument Systems Inc. (filed as Exhibit 2.2 to the Registrant's Current Report on Form 8-K relating to the events occurring on May 9, 1995 [File No. 1-9549] and incorporated herein by reference). 10.21 Note dated May 17, 1995 from the Registrant to Thermo Electron Corporation (filed as Exhibit 2.3 to the Registrant's Current Report on Form 8-K relating to the events occurring on May 9, 1995 [File No. 1-9549] and incorporated herein by reference). 10.22 Stock Purchase and Note Issuance Agreement dated as of November 22, 1993, between the Registrant and Thermo Remediation Inc. (filed as Exhibit 10.11 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 10.23 $2,650,000 principal amount Subordinated Convertible Note dated as of November 22, 1993, made by Thermo Remediation Inc., issued to the Registrant (filed as Exhibit 10.12 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 10.24 Asset Purchase Agreement dated as of November 19, 1993 by and among All Western Oil, Inc. and certain affiliates thereof and Thermo Fluids Inc. (filed as Exhibit 10.13 to Thermo Remediation Inc.'s Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). 10.25 First Addendum, dated as of August 7, 1994, to Asset Purchase Agreement dated as of November 19, 1993 by and among All Western Oil, Inc. and certain affiliates thereof and Thermo Fluids Inc. (filed as Exhibit 10.1 to Thermo Remediation Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 1994 [File No. 1-12636] and incorporated herein by reference). 29 PAGE Exhibit Number Reference Page ------ --------- ---- 10.26 Promissory Note in the principal amount of $700,000, dated August 7, 1994 (filed as Exhibit 10.2 to Thermo Remediation Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 1994 [File No. 1-12636] and incorporated herein by reference). 10.27 Security Agreement dated as of August 7, 1994 among All Western Oil, Inc. and certain affiliates thereof and Thermo Fluids Inc. (filed as Exhibit 10.3 to Thermo Remediation Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 1994 [File No. 1-12636] and incorporated herein by reference). 10.28 Escrow Agreement dated as of the 1st day of December, 1995, by and among Thermo Remediation Inc., Robert W. Dunlap and Thomas M. Zimmer, as Indemnification Representatives, and State Street Bank & Trust Company, as Escrow Agent (filed as Exhibit 2(b) to the Registrant's Current Report on Form 8-K relating to the events occurring on December 8, 1995 [File No. 1-9549] and incorporated herein by reference). 10.29 Form of Non-Negotiable Common Stock Purchase Warrant (filed as Exhibit 2(c) to the Registrant's Current Report on Form 8-K relating to the events occurring on December 8, 1995 [File No. 1-9549] and incorporated herein by reference). 10.30 Master Repurchase Agreement dated January 1, 1994 between the Registrant and Thermo Electron Corporation (filed as Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 1, 1994 [File No. 1-9549] and incorporated herein by reference). 10.31 Master Reimbursement Agreement dated January 1, 1994 between the Registrant, Thermo Electron Corporation, and Thermo Remediation Inc. (filed as Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 1, 1994 [File No. 1-9549] and incorporated herein by reference). 30 PAGE Exhibit Number Reference Page ------ --------- ---- 10.32 Incentive Stock Option Plan of the Registrant (filed as Exhibit 10(h) to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-6763] and incorporated herein by reference). (Maximum number of shares issuable is 1,850,000 shares, after adjustment to reflect share increases approved in 1987, 1989 and 1992, 6-for-5 stock splits effected in July 1988 and March 1989, and 3-for-2 stock split effected in September 1989). 10.33 Nonqualified Stock Option Plan of the Registrant (filed as Exhibit 10(i) to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-6763] and incorporated herein by reference). (Maximum number of shares issuable is 1,850,000 shares, after adjustment to reflect share increases approved in 1987, 1989 and 1992, 6-for-5 stock splits effected in July 1988 and March 1989, and 3-for-2 stock split effected in September 1989). 10.34 Deferred Compensation Plan for Directors of the Registrant (filed as Exhibit 10(k) to the Registrant's Registration Statement on Form S-1 [Reg. No. 33-6763] and incorporated herein by reference). 10.35 Equity Incentive Plan of the Registrant (filed as Exhibit 10.63 to Thermedics Inc.'s Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-9567] and incorporated herein by reference). (Maximum number of shares issuable is 1,750,000 shares, after adjustment to reflect share increase approved in 1994). 10.36 Directors Stock Option Plan, as amended effective September 23, 1993 (filed as Exhibit 10(z) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1993 [File No. 1-9549] and incorporated herein by reference). 10.37 Severance Agreement with Thomas P. Plunkett dated August 31, 1993 (filed as Exhibit 10(aa) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1993 [File No. 1-9549] and incorporated herein by reference). 31 PAGE Exhibit Number Reference Page ------ --------- ---- In addition to the stock-based compensation plans of the Registrant, the executive officers of the Registrant may be granted awards under stock-based compensation plans of the Registrant's parent, Thermo Electron Corporation, and its subsidiaries, for services rendered to the Registrant or to such affiliated corporations. Such plans are listed under Exhibits 10.38 - 10.105. 10.38 Thermo Process Systems Inc. - Thermo Remediation Inc. Nonqualified Stock Option Plan (filed as Exhibit 10(l) to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 1, 1994 [File No. 1-9549] and incorporated herein by reference). 10.39 Thermo Electron Corporation Incentive Stock Option Plan (filed as Exhibit 4(d) to Thermo Electron's Registration Statement on Form S-8 [Reg. No. 33-8993] and incorporated herein by reference). (Maximum number of shares issuable is 9,035,156 shares, after adjustment to reflect share increases approved in 1984 and 1986, share decrease approved in 1989, and 3-for-2 stock splits effected in October 1986, October 1993 and May 1995). 10.40 Thermo Electron Corporation Nonqualified Stock Option Plan (filed as Exhibit 4(e) to Thermo Electron's Registration Statement on Form S-8 [Reg. No. 33-8993] and incorporated herein by reference). (Plan amended in 1984 to extend expiration date to December 14, 1994; maximum number of shares issuable is 9,035,156 shares, after adjustment to reflect share increases approved in 1984 and 1986, share decrease approved in 1989, and 3-for-2 stock splits effected in October 1986, October 1993 and May 1995). 32 PAGE Exhibit Number Reference Page ------ --------- ---- 10.41 Thermo Electron Corporation Equity Incentive Plan (filed as Exhibit 10.1 to Thermo Electron's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 1994 [File No. 1-8002] and incorporated herein by reference). (Plan amended in 1989 to restrict exercise price for SEC reporting persons to not less than 50% of fair market value or par value; maximum number of shares issuable is 7,050,000 shares, after adjustment to reflect 3-for-2 stock splits effected in October 1993 and May 1995 and share increase approved in 1994). 10.42 Thermo Electron Corporation - Thermedics Inc. Nonqualified Stock Option Plan (filed as Exhibit 4 to a Registration Statement on Form S-8 of Thermedics Inc. [Reg. No. 2-93747] and incorporated herein by reference). (Maximum number of shares issuable is 450,000 shares, after adjustment to reflect share increase approved in 1988, 5-for-4 stock split effected in January 1985, 4-for-3 stock split effected in September 1985, and 3-for-2 stock splits effected in October 1986 and November 1993). 10.43 Thermo Electron Corporation - Thermo Instrument Systems Inc. (formerly Thermo Environmental Corporation) Nonqualified Stock Option Plan (filed as Exhibit 4(c) to a Registration Statement on Form S-8 of Thermo Instrument Systems Inc. [Reg. No. 33-8034] and incorporated herein by reference). (Maximum number of shares issuable is 421,875 shares, after adjustment to reflect 3-for-2 stock splits effected in July 1993 and April 1995 and a 5-4 stock split effected in December 1995). 10.44 Thermo Electron Corporation - Thermo Instrument Systems Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.12 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 3, 1987 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 600,285 shares, after giving effect to share increase approved in 1988 and adjustment for 3-for-2 stock splits effected in January 1988 and July 1993 and a 5-for-4 stock split effected December 1995). 33 PAGE Exhibit Number Reference Page ------ --------- ---- 10.45 Thermo Electron Corporation - Thermo TerraTech Inc. (formerly Thermo Process Systems Inc.) Nonqualified Stock Option Plan (filed as Exhibit 10.13 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 3, 1987 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 108,000 shares, after adjustment to reflect 6-for-5 stock splits effected in July 1988 and March 1989, and 3-for-2 stock split effected in September 1989). 10.46 Thermo Electron Corporation - Thermo Power Corporation (formerly Tecogen Inc.) Nonqualified Stock Option Plan (filed as Exhibit 10.14 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 3, 1987 [File No. 1-8002] and incorporated herein by reference). (Amended in September 1995 to extend the plan expiration date to December 31, 2005). 10.47 Thermo Electron Corporation - Thermo Cardiosystems Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.11 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended December 29, 1990 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 130,500 shares, after adjustment to reflect share increases approved in 1990 and 1992, 3-for-2 stock split effected in January 1990, 5-for-4 stock split effected in May 1990 and 2-for-1 stock split effected in November 1993). 10.48 Thermo Electron Corporation - Thermo Ecotek Corporation (formerly Thermo Energy Systems Corporation) Nonqualified Stock Option Plan (filed as Exhibit 10.12 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended December 29, 1990 [File No. 1-8002] and incorporated herein by reference). 34 PAGE Exhibit Number Reference Page ------ --------- ---- 10.49 Thermo Electron Corporation - ThermoTrex Corporation (formerly Thermo Electron Technologies Corporation) Nonqualified Stock Option Plan (filed as Exhibit 10.13 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended December 29, 1990 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 180,000 shares, after adjustment to reflect 3-for-2 stock split effected in October 1993). 10.50 Thermo Electron Corporation - Thermo Fibertek Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.14 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended December 28, 1991 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 600,000 shares, after adjustment to reflect 2-for-1 stock split effected in September 1992 and 3-for-2 stock split effected in September 1995). 10.51 Thermo Electron Corporation - Thermo Voltek Corp. (formerly Universal Voltronics Corp.) Nonqualified Stock Option Plan (filed as Exhibit 10.17 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 57,500 shares, after adjustment to reflect 3-for-2 stock split effected in November 1993 and share increase approved in September 1995). 10.52 Thermo Ecotek Corporation (formerly, Thermo Energy Systems Corporation) Incentive Stock Option Plan (filed as Exhibit 10.18 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 900,000 shares, after adjustment to reflect share increase approved in December 1993). 35 PAGE Exhibit Number Reference Page ------ --------- ---- 10.53 Thermo Ecotek Corporation (formerly, Thermo Energy Systems Corporation) Nonqualified Stock Option Plan (filed as Exhibit 10.19 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 [File No. 1-8002] and incorporated herein by reference). (Maximum number of shares issuable is 900,000 shares, after giving effect to share increase approved in December 1993). 10.54 Thermo Ecotek Corporation (formerly Thermo Energy Systems Corporation) Equity Incentive Plan (filed as Exhibit 10.39 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.55 Thermedics Inc. Nonqualified Stock Option Plan (filed as Exhibit 10(e) to Thermedics' Registration Statement on Form S-1 [Reg. No. 33-84380] and incorporated herein by reference). (Maximum number of shares issuable is 1,931,923 shares, after adjustment to reflect share increases approved in 1986 and 1992, 5-for-4 stock split effected in January 1985, 4-for-3 stock split effected in September 1985, and 3-for-2 stock split effected in October 1986 and November 1993). 10.56 Thermedics Inc. Incentive Stock Option Plan (filed as Exhibit 10(d) to Thermedics' Registration Statement on Form S-1 [Reg. No. 33-84380] and incorporated herein by reference). (Maximum number of shares issuable is 1,931,923 shares, after adjustment to reflect share increases approved in 1986 and 1992, 5-for-4 stock split effected in January 1985, 4-for-3 stock split effected in September 1985, and 3-for-2 stock split effected in October 1986 and November 1993). 10.57 Thermedics Inc. Equity Incentive Plan (filed as Appendix A to the Proxy Statement dated May 10, 1993 of Thermedics Inc. [File No. 1-9567] and incorporated herein by reference). (Maximum number of shares issuable is 1,500,000, after adjustment to reflect 3-for-2 stock split effected in November 1993). 36 PAGE Exhibit Number Reference Page ------ --------- ---- 10.58 Thermedics Inc. - Thermedics Detection Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.20 to Thermo Electron's Annual Report on Form 10-K for the fiscal year ended January 2, 1993 [File No. 1-8002] and incorporated herein by reference). 10.59 Thermo Cardiosystems Inc. Incentive Stock Option Plan (filed as Exhibit 10(f) to Thermo Cardiosystems' Registration Statement on Form S-1 [Reg. No. 33-25144] and incorporated herein by reference). (Maximum number of shares issuable is 1,143,750 shares, after adjustment to reflect share increase approved in 1992, 3-for-2 stock split effected in January 1990, 5-for-4 stock split effected in May 1990 and 2-for-1 stock split effected in November 1993). 10.60 Thermo Cardiosystems Inc. Nonqualified Stock Option Plan (filed as Exhibit 10(g) to Thermo Cardiosystems' Registration Statement on Form S-1 [Reg. No. 33-25144] and incorporated herein by reference). (Maximum number of shares issuable is 1,143,750 shares, after adjustment to reflect share increase approved in 1992, 3-for-2 stock split effected in January 1990, 5-for-4 stock split effected in May 1990 and 2-for-1 stock split effected in November 1993). 10.61 Thermo Cardiosystems Inc. Equity Incentive Plan (filed as Exhibit 10.46 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.62 Thermo Voltek Corp. (formerly Universal Voltronics Corp.) 1985 Stock Option Plan (filed as Exhibit 10.14 to Thermo Voltek's Annual Report on Form 10-K for the fiscal year ended June 30, 1985 [File No. 0-8245] and incorporated herein by reference). (Maximum number of shares issuable is 200,000 shares, after adjustment to reflect 1-for-3 reverse stock split effected in November 1992 and 3-for-2 stock split effected in November 1993). 37 PAGE Exhibit Number Reference Page ------ --------- ---- 10.63 Thermo Voltek Corp. (formerly Universal Voltronics Corp.) 1990 Stock Option Plan (filed as Exhibit 10.2 to Thermo Voltek's Annual Report on Form 10-K for the fiscal year ended June 30, 1990 [File No. 1-10574] and incorporated herein by reference). (Maximum number of shares issuable is 400,000 shares, after adjustment to reflect share increase in 1993, 1-for-3 reverse stock split effected in November 1992 and 3-for-2 stock split effected in November 1993). 10.64 Thermo Voltek Corp. Equity Incentive Plan (filed as Exhibit 10.49 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File 1-9786] and incorporated herein by reference). 10.65 Thermo Instrument Systems Inc. Incentive Stock Option Plan (filed as Exhibit 10(c) to Thermo Instrument Systems Inc.'s Registration Statement on Form S-1 [Reg. No. 33-6762] and incorporated herein by reference). (Maximum number of shares issuable is 2,812,500 shares, after adjustment to reflect share increase approved in 1990, 3-for-2 stock splits effected in January 1988, July 1993 and April 1995 and 5-for-4 stock split effected in December 1995). 10.66 Thermo Instrument Systems Inc. Nonqualified Stock Option Plan (filed as Exhibit 10(d) to Thermo Instrument Systems Inc.'s Registration Statement on Form S-1 [Reg. No. 33-6762] and incorporated herein by reference). (Maximum number of shares issuable is 2,812,500 shares, after adjustment to reflect share increase approved in 1990, 3-for-2 stock splits effected in January 1988, July 1993 and April 1995 and a 5-for-4 stock split effected in December 1995). 10.67 Thermo Instrument Systems Inc. Equity Incentive Plan (filed as Appendix A to the Proxy Statement dated April 27, 1993 of Thermo Instrument Systems Inc. [File No. 1-9786] and incorporated herein by reference). (Maximum number of shares issuable is 4,031,250 shares, after adjustment to reflect share increase approved in December 1993, 3-for-2 stock splits effected in July 1993 and April 1995 and a 5-for-4 stock split effected in December 1995). 38 PAGE Exhibit Number Reference Page ------ --------- ---- 10.68 Thermo Instrument Systems Inc. (formerly Thermo Environmental Corporation) Incentive Stock Option Plan (filed as Exhibit 10(d) to Thermo Environmental's Registration Statement on Form S-1 [Reg. No. 33-329] and incorporated herein by reference). (Maximum number of shares issuable is 1,160,156 shares, after giving effect to share increase approved in 1987 and adjustment to reflect 3-for-2 stock splits effected in July 1993 and April 1995 and a 5-for-4 stock split effected in December 1995). 10.69 Thermo Instrument Systems Inc. (formerly Thermo Environmental Corporation) Nonqualified Stock Option Plan (filed as Exhibit 10(e) to Thermo Environmental's Registration Statement on Form S-1 [Reg. No. 33-329] and incorporated herein by reference). (Maximum number of shares issuable is 1,160,156 shares, after giving effect to share increase approved in 1987 and adjustment to reflect 3-for-2 stock splits effected in July 1993 and April 1995 and a 5-for-4 stock split effected in December 1995). 10.70 Thermo Instrument Systems Inc. - ThermoSpectra Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.51 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.71 ThermoSpectra Corporation Equity Incentive Plan (filed as Exhibit 10.52 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.72 ThermoTrex Corporation (formerly Thermo Electron Technologies Corporation) Incentive Stock Option Plan (filed as Exhibit 10(h) to ThermoTrex's Registration Statement on Form S-1 [Reg. No. 33-40972] and incorporated herein by reference). (Maximum number of shares issuable is 1,945,000 shares, after giving effect to share increases approved in 1992 and 1993, and 3-for-2 stock split effected in October 1993). 39 PAGE Exhibit Number Reference Page ------ --------- ---- 10.73 ThermoTrex Corporation (formerly Thermo Electron Technologies Corporation) Nonqualified Stock Option Plan (filed as Exhibit 10(i) to ThermoTrex's Registration Statement on Form S-1 [Reg. No. 33-40972] and incorporated herein by reference). (Maximum number of shares issuable is 1,945,000 shares, after giving effect to share increases approved in 1992 and 1993, and 3-for-2 stock split effected in October 1993). 10.74 ThermoTrex Corporation - ThermoLase Corporation (formerly ThermoLase Inc.) Nonqualified Stock Option Plan (filed as Exhibit 10.53 to Thermedics Inc.'s Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-9567] and incorporated herein by reference). 10.75 ThermoLase Corporation (formerly ThermoLase Inc.) Nonqualified Stock Option Plan (filed as Exhibit 10.54 to Thermedics Inc.'s Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-9567] and incorporated herein by reference). (Maximum number of shares issuable in the aggregate under this plan and the ThermoLase Incentive Stock Option Plan is 2,800,000 shares, after adjustment to reflect increase approved in 1993 and 2-for-1 stock splits effected in March 1994 and June 1995). 10.76 ThermoLase Corporation (formerly ThermoLase Inc.) Incentive Stock Option Plan (filed as Exhibit 10.55 to Thermedics Inc.'s Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-9567] and incorporated herein by reference). (Maximum number of shares issuable in the aggregate under this plan and the ThermoLase Nonqualified Stock Option Plan is 2,800,000 shares, after adjustment to reflect share increase approved in 1993 and 2-for-1 stock splits effected in March 1994 and June 1995). 10.77 ThermoLase Corporation Equity Incentive Plan (filed as Exhibit 10.81 to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 1, 1995 [File No. 1-9549] and incorporated herein by reference). 40 PAGE Exhibit Number Reference Page ------ --------- ---- 10.78 Thermo Fibertek Inc. Incentive Stock Option Plan (filed as Exhibit 10(k) to Thermo Fibertek's Registration Statement on Form S-1 [Reg. No. 33-51172] and incorporated herein by reference). 10.79 Thermo Fibertek Inc. Nonqualified Stock Option Plan (filed as Exhibit 10(l) to Thermo Fibertek's Registration Statement on Form S-1 [Reg. No. 33-51172] and incorporated herein by reference). 10.80 Thermo Fibertek Inc. Equity Incentive Plan (filed as Exhibit 10.60 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.81 Thermo Power Corporation (formerly Tecogen Inc.) Incentive Stock Option Plan (filed as Exhibit 10(h) to Thermo Power's Quarterly Report on Form 10-Q for the quarter ended April 3, 1993 [File No. 1-10573] and incorporated herein by reference). (Maximum number of shares issuable is 950,000 shares, after adjustment to reflect share increases approved in 1990, 1992 and 1993). 10.82 Thermo Power Corporation (formerly Tecogen Inc.) Nonqualified Stock Option Plan (filed as Exhibit 10(i) to Thermo Power's Quarterly Report on Form 10-Q for the quarter ended April 3, 1993 [File No. 1-10573] and incorporated herein by reference). (Maximum number of shares issuable is 950,000 shares, after giving effect to share increases approved in 1990, 1992 and 1993). 10.83 Thermo Power Corporation Equity Incentive Plan (filed as Exhibit 10.63 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.84 Thermo Remediation Inc. Equity Incentive Plan (filed as Exhibit 10.7 to Thermo Remediation's Registration Statement on Form S-1 [Reg. No. 33-70544] and incorporated herein by reference). (Maximum number of shares issuable is 1,125,000 shares, after adjustment to reflect a 3-for-2 stock split effected in March 1995). 41 PAGE Exhibit Number Reference Page ------ --------- ---- 10.85 Thermedics Detection Inc. Equity Incentive Plan (filed as Exhibit 10.69 to Thermo Instrument Systems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-9786] and incorporated herein by reference). 10.86 Thermo Electron Corporation - Thermo BioAnalysis Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.31 to Thermo Power's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10573] and incorporated herein by reference). 10.87 Thermo Electron Corporation - ThermoLyte Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.32 to Thermo Power's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10573] and incorporated herein by reference). 10.88 Thermo Electron Corporation - Thermo Remediation Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.33 to Thermo Power's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10573] and incorporated herein by reference). 10.89 Thermo Electron Corporation - ThermoSpectra Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.34 to Thermo Power's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10573] and incorporated herein by reference). 10.90 Thermo Electron Corporation - ThermoLase Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.35 to Thermo Power's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10573] and incorporated herein by reference). 10.91 Thermo Electron Corporation - ThermoQuest Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.41 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 42 PAGE Exhibit Number Reference Page ------ --------- ---- 10.92 Thermo Electron Corporation - Thermo Optek Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.42 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.93 Thermo Electron Corporation - Thermo Sentron Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.43 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.94 Thermo Electron Corporation - Trex Medical Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.44 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.95 Thermedics Inc. - Thermo Sentron Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.51 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.96 Thermo Sentron Inc. Equity Incentive Plan (filed as Exhibit 10.57 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.97 Thermo Instrument Systems Inc. - Thermo BioAnalysis Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.64 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.98 Thermo Instrument Systems Inc. - ThermoQuest Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.65 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 43 PAGE Exhibit Number Reference Page ------ --------- ---- 10.99 Thermo BioAnalysis Corporation Equity Incentive Plan (filed as Exhibit 10.67 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.100 Thermo Optek Corporation Equity Incentive Plan (filed as Exhibit 10.68 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.101 ThermoQuest Corporation Equity Incentive Plan (filed as Exhibit 10.68 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.102 ThermoTrex Corporation - Trex Medical Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.73 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.103 Trex Medical Corporation Equity Incentive Plan (filed as Exhibit 10.77 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.104 Thermo Power Corporation - ThermoLyte Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.84 to Thermo Cardiosystems' Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). 10.105 ThermoLyte Corporation Equity Incentive Plan (filed as Exhibit 10.71 to Thermo Power's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10573] and incorporated herein by reference). 13.1 The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 1995 [File No. 1-9549] (incorporated herein by reference). 23.1 Consent of Arthur Andersen LLP 44 PAGE Exhibit Number Reference Page ------ --------- ---- 23.2 Consent of Trout, Ebersole & Groff 23.3 Consent of KPMG Peat Marwick LLP 23.4 Consent of Nardella & Taylor 23.5 Consent of Ernst & Young LLP 23.6 Consent of Seth H. Hoogasian, Esq. (contained in Exhibit 5.1) 24.1 Power of Attorney (see signature page) 99 The Registrant's Restated Certificate of Incorporation, as amended. 45 EX-4 2 The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or registered or qualified under any state securities laws, and such securities may not be sold, transferred or otherwise disposed of in the absence of an effective registration statement under such Act and registration and qualification under all applicable state securities laws or pursuant to exemptions therefrom. Thermo Process Systems Inc. 12068 Market Street Livonia, Michigan 48150 STOCK PURCHASE WARRANT Date of Issuance: Right to Purchase Shares of Common Stock (subject to adjustment) Warrant # For value received, Thermo Process Systems Inc., a Delaware corporation (the "Company"), hereby grants to _________________, or its registered assigns (the "Registered Holder"), the right to purchase from the Company _____ shares of the Company's Common Stock (subject to adjustment pursuant to Section 4 hereof) at a price of $_____ per share (as adjusted pursuant to Section 3 hereof, the "Exercise Price"). This Warrant is one of the warrants identical in form issued by the Company pursuant to the Securities Purchase Agreements dated December ___, 1992 (collectively, the "Purchase Agreement"), between the Company and certain investors named therein. The amount and kind of securities purchasable pursuant to the rights granted under this Warrant and the purchase price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant. This Warrant is subject to the following provisions: 1. Definitions. As used in this Warrant, the following terms have the meanings set forth below: "Common Stock" means the Company's Common Stock, $.10 par value per share. "Date of Issuance" shall have the meaning specified in Section 10 of this Warrant. PAGE "Market Price" is defined as the average of the daily closing prices for the 20 consecutive trading days, immediately preceding the date of computation. The closing price for each day shall be (i) if the shares of Common Stock are listed or admitted to trading on a principal national securities exchange or the National Market System of NASDAQ, the last reported sales price on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or on the National Market System of NASDAQ or (ii) if the shares of Common Stock are not listed or admitted to trading on any such exchange, the average of the highest bid and lower asked prices, as reported on the Automated Quotation System of the National Quotations Bureau, Incorporated or an equivalent, generally accepted reporting service. If at any time such security is not listed on any domestic securities exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the "Market Price" will be the fair value thereof determined by the Board of Directors in good faith. "NASDAQ System" means the NASDAQ Inter-Dealer Quotation System or such other similar inter-dealer quotation system as may in the future be used generally by members of the National Association of Securities Dealers, Inc., for the over-the-counter transactions in securities. "Person" means an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization and a government or any department or agency thereof. "Warrants" means this Warrant and all other stock purchase warrants issued pursuant to the Purchase Agreement, and all stock purchase warrants issued in exchange therefor pursuant to the terms thereof. "Warrant Stock" means shares of the Company's authorized but unissued Common Stock; provided that if there is a change such that the securities issuable upon exercise of the Warrant are issued by an entity other than the Company or there is a change in the class of securities so issuable, then the term "Warrant Stock" will mean one share of the security issuable upon exercise of the Warrant if such security is issuable in shares, or will mean the smallest unit in which such security is issuable if such security is not issuable in shares. 2. Exercise of Warrant. 2.1 Exercise Period. The Registered Holder may exercise this Warrant, in whole or in part (but not as to a fractional share of Warrant Stock), at any time and from time to time after the date the Warrant and Warrant Stock is registered under the Securities Act of 1933 and prior to the fifth anniversary of the date such registration (the "Exercise Period"). PAGE 2.2 Exercise Procedure. (a) This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the "Exercise Date"): (i) a completed Exercise Agreement, as described below, executed by the Person exercising all or part of the purchase right represented by this Warrant (the "Purchaser"); (ii) this Warrant; (iii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments in the form set forth in Exhibit II hereto, evidencing the assignment of this Warrant to the Purchaser; and (iv) a check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) Certificates for shares of Warrant Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten days after the Exercise Date. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised. The Company will, within such ten-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (c) The Warrant Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have been the record holder of such Warrant Stock on the Exercise Date. (d) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant will be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer, in whole or in part, of this Warrant (including the issuance of new Warrants in connection therewith or the delivery of stock certificates in a name other than that of the Registered Holder of this Warrant presented for exercise, and any such tax PAGE shall be paid by such Registered Holder at the time of presentation. (e) The Company will not close its books for the transfer of this Warrant or of any share of Warrant Stock issued or issuable upon the exercise on this Warrant in any manner which interferes with the timely exercise of this Warrant. 2.3 Exercise Agreement. The Exercise Agreement will be substantially in the form set forth in Exhibit I hereto, except that if the shares of Warrant Stock are not to be issued in the name of the Registered Holder of this Warrant, the Exercise Agreement will also state the name of the Person to whom the certificates for the shares of Warrant Stock are to be issued, and if the number of shares of Warrant Stock to be issued does not include all the shares of Warrant Stock purchasable hereunder, it will also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered. 2.4 Fractional Shares. If a fractional share of Warrant Stock would, but for the provisions of Subsection 2.1, be issuable upon exercise of the rights represented by this Warrant, the Company will, within ten days after the Exercise Date, delivery to the Purchaser a check payable to the Purchaser in lieu of such fractional share, in an amount equal to the Market Price of such fractional share as of the close of business on the Exercise Date. 3. Exercise Price. 3.1 General. The initial Exercise Price will be $11.34. In order to prevent dilution of the rights granted under this Warrant, the Exercise Price will be subject to adjustment from time to time pursuant to this Section 3. 3.2 Subdivision or Combination of Common Stock and Stock Dividends. In case the Company shall at any time after the date hereof (a) issue any shares of Common Stock as a dividend upon Common Stock, or (b) issue any shares of Common Stock by reclassification or otherwise, or (c) combine outstanding shares of Common Stock, by reclassification or otherwise, the Exercise Price which would apply if purchase rights hereunder were being exercised immediately prior to such action by the Company shall be adjusted by multiplying it by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such dividend, subdivision or combination and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such dividend, subdivision or combination. 3.3 Certain Dividends. In case the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or retained earnings and otherwise than in Common PAGE Stock, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the declaration of such dividend by a fraction, the numerator of which shall be the current Market Price per share of Common Stock, on such date, less the fair market value, as determined by the Board of Directors of the Company, whose determination shall be conclusive, of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options or warrants applicable to one share of Common Stock, and of which the denominator shall be such current Market Price per share of Common Stock. For the purposes of the foregoing, a dividend other than in cash shall be considered payable out of earnings or retained earnings only to the extent that such earnings or retained earnings are charged an amount equal to the value of such dividend as determined by the Board of Directors of the Company. Such reductions shall take effect as of the date on which a record is taken for the purpose of such dividend, or, if a record is not taken, the date as of which the holders of Common Stock or record entitled to such dividend are to be determined. 3.4 No Adjustments. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than one cent per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one cent per share. 4. Adjustment of Number of Shares Issuable upon Exercise. In the event of a stock dividend, stock split, combination or other event described in Sections 3.2 and 3.3 hereof, the Registered Holder of this Warrant shall thereafter (until another such adjustment) be entitled to purchase the number of shares of Warrant Stock, calculated to the nearest full share, determined by (a) multiplying the number of shares of Warrant Stock purchasable hereunder immediately prior to the adjustment of the Exercise Price by the Exercise Price in effect immediately prior to such adjustment, and (b) dividing the product so obtained by the adjusted Exercise Price in effect immediately after such adjustment. 5. Effect of Reorganization, Reclassification, Consolidation, Merger or Sale. If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the capital stock of the Company (other than a subdivision or combination of shares provided for in Subsection 3.3 hereof) or any consolidation or merger of the Company with another corporation (other than a consolidation or merger in which the Company is the surviving entity and which does not result in any change in the Common Stock), or any sale or other disposition by the Company of all or substantially all of its assets to any other corporation, the holder of this Warrant shall thereafter upon exercise of this Warrant be entitled to receive PAGE the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, as the case may be, to which the Warrant Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition if this Warrant had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition. In any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests thereafter of the holder of this Warrant to the end that the provisions set forth in this Warrant (including those relating to adjustments of the Exercise Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise hereof as if this Warrant had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale or other disposition and the holder hereof had carried out the terms of the exchange as provided for by such reorganization, reclassification of capital stock, consolidation or merger. Notwithstanding any other provisions of this Warrant, in the event of sale or other disposition of all or substantially all of the assets of the Company as a part of a plan for liquidation of the Company, all rights to exercise the Warrant shall terminate 30 days after the Company gives written notice to the Registered Holder of this Warrant that such sale or other disposition has been consummated. 6. Notice of Adjustments. Immediately upon any adjustment of the Exercise Price or increase or decrease in the number of shares of Common Stock purchasable upon exercise of this Warrant, the Company will send written notice thereof to all Registered Holders, stating the adjusted Exercise Price and the increased or decreased number of shares purchasable upon exercise of this Warrant and setting forth in reasonable detail the method of calculation for such adjustment and increase or decrease. 7. Reservation of Common Stock. The Company will at all times reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants, and upon such issuance such shares of Common Stock will be validly issued, fully paid and nonassessable. 8. No Voting Rights; Limitations of Liability. This Warrant will not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the Registered Holder to purchase Warrant Stock, and no enumeration PAGE in this Warrant of the rights or privileges of the Registered Holder, will give rise to any liability of such Holder for the Exercise Price of Warrant Stock acquirable by exercise hereof or as a stockholder of the Company. 9. Warrant Transferable. (a) Subject to the transfer conditions referred to in paragraph (b), below, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Registered Holder, upon surrender of this Warrant with a properly executed Assignment (in the form of Exhibit II hereto) at the principal office of the Company. (b) Each Registered Holder of this Warrant acknowledges that this Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement as to this Warrant or such Warrant Stock under the Act (or any similar statute then in effect), or (ii) an opinion of counsel for the Company to the effect that such registration is not, under the circumstances, required. 10. Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants will represent such portion of such rights as is designated by the Registered Holder at the time of such surrender. The date the Company initially issues this Warrant will be deemed to be the "Date of Issuance" of this Warrant regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant are issued. 11. Miscellaneous. 11.1 Amendment and Waiver. The provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Registered Holders of Warrants representing at least 50% of the shares of Warrant Stock obtainable upon the exercise of the Warrants outstanding at the time of such consent. 11.2 Notices. Any notices required to be sent to a Registered Holder will be delivered to the address of such Registered Holder shown on the books of the Company. All notices referred to herein will be delivered in person or sent by first class mail, postage prepaid, and will be deemed to have been given when so delivered or sent. PAGE 11.3 Descriptive Headings; Governing Law. The descriptive headings of the paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The construction, validity and interpretation of this Warrant will be governed by the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the Company has cause this Warrant to be signed and attested by its duly authorized officers under its corporate seal. THERMO PROCESS SYSTEMS INC. By:_______________________ [Corporate Seal] Attest: _____________________________ Secretary PAGE EXHIBIT I EXERCISE AGREEMENT To: Thermo Process Systems Inc. Date: The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to subscribe for and purchase _____ shares of the Warrant Stock covered by such Warrant and makes payment herewith in full for such Warrant Stock at the price per share provided by such Warrant. Name ________________________ Signature____________________ Address______________________ This Exercise Agreement must be completed and sent with the items specified in Section 2.2 of the Warrant Agreement to: Thermo Process Systems c/o Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02254 Attn: Sandra L. Lambert, Secretary PAGE EXHIBIT II ASSIGNMENT FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant with respect to the number of shares of the Warrant Stock covered thereby set forth below, unto: Names of Assignees Address No. of Shares ------------------ ------- ------------- Date: Signature _________________________ Witness____________________________ This Assignment must be completed and sent to: Thermo Process Systems c/o Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02254 Attn: Sandra L. Lambert, Secretary EX-4 3 EXHIBIT 4.4 PURCHASE AGREEMENT THIS AGREEMENT is made as of the ____ day of March, 1993, among THERMO PROCESS SYSTEMS INC. ("TPS"), a Delaware corporation, TPST Soil Recyclers of Florida Inc., a Delaware corporation (the "Company") (TPS and the Company are sometimes hereinafter collectively referred to as the "Sellers"), and the purchaser whose name and address is set forth on the signature page hereof (the "Purchaser"). IN CONSIDERATION of the mutual covenants contained in this Agreement, the Sellers, TPST and the Purchaser agree as follows: SECTION 1. Authorization of Sale of the Units. Subject to the terms and conditions of this Agreement, the Sellers have authorized the sale of 50 Units (the "Units"), each consisting of 1,000 shares of Common Stock, $.01 par value per share (the "Shares"), of the Company and Common Stock Purchase Warrants (the "Warrants") for the purchase of 2,000 shares of common stock, $.10 par value, of TPS. The Shares and the Warrants are hereinafter collectively referred to as the "Securities". SECTION 2. Agreement to Sell and Purchase the Units. At the Closing (as defined in Section 3), the Sellers will sell to the Purchaser, and the Purchaser will buy from the Sellers, upon the terms and conditions hereinafter set forth, the number of Units (at the purchase price) shown below: Number of Units Price Per To Be Purchased Unit in Dollars Aggregate Price --------------- --------------- --------------- $23,000 The Sellers represent and warrant that the Sellers are proposing to enter into this same form of purchase agreement with certain other investors (the "Other Purchasers") and expect to complete sales of the Units to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchasers," and this Agreement and the agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the "Agreements." SECTION 3. Delivery of the Units at the Closing. The completion of the purchase and sale of the Units (the "Closing") shall occur at a place and time (the "Closing Date") specified by the Sellers and of which the Purchasers will be notified by telex, cable or otherwise. At the Closing, the Sellers shall deliver to the Purchaser one or more stock certificates and one -1- PAGE or more warrant certificates registered in the name of the Purchaser, or in such name(s) as designated by the Purchaser, representing the number of shares of Shares and Warrants contained in the number of Units set forth in Section 2 above. The name(s) in which the stock certificate(s) and warrant certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Sellers' obligation to deliver such stock certificate(s) and warrant certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Sellers: (a) receipt by the Sellers of a certified or official bank check or checks in New York Clearing House funds in the full amount of the purchase price of the Units being purchased hereunder; (b) completion of the purchases and sales under the Agreements with Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and warrant certificate(s) and to pay for the Units evidenced thereby shall be subject to the accuracy of the representations and warranties made by the Sellers herein and the fulfillment of those undertakings of the Sellers to be fulfilled prior to Closing. SECTION 4. Representations, Warranties and Covenants of the Sellers. The Sellers hereby represent and warrant to, and covenant with, the Purchaser as follows: 4.1. Organization and Qualification. Each of the Company and TPS is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and each has all requisite corporate power and authority to conduct its business as currently conducted. 4.2. Authorized Capital Stock. The authorized capital stock of the Company at March 1, 1993 is as is set forth in the Confidential Placement Memorandum dated March 1, 1993 (the "Memorandum"). The authorized capital stock of TPS as of January 2, 1993 is as is set forth in the Form 10-Q of TPS for the quarter ended January 2, 1993 attached as Exhibit E to the Memorandum. All shares of stock of any class described in such documents as being issued and outstanding were validly issued and outstanding, fully paid and non-assessable as at such date. 4.3. Due Execution, Deliver and Performance of the Agreements. The execution, delivery and performance of the Agreements (a) have been duly authorized under applicable law by all requisite corporate action by the Sellers, (b) will not violate any law or the certificates of incorporation or by-laws of the Sellers or any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Sellers, any of their subsidiaries is a party or by which the Sellers, or any of their subsidiaries or any of their -2- PAGE properties or assets is bound, or result in a breach of or constitute (upon notice or lapse of time or both) a default under any such indenture, mortgage, agreement, contract or other material instrument, and (c) will not result in the creation or imposition of any lien, security interest, mortgage, pledge, charge or other encumbrance, of any material nature whatsoever, upon any properties or assets of the Sellers, or any of their subsidiaries. Upon their execution and delivery, the Agreements will constitute valid and binding obligations of the Sellers enforceable in accordance with their respective terms, except as enforceability may be limited to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Sellers in Section 7.3 hereof may be legally unenforceable. 4.4. Issuance, Sale and Delivery of the Units. In respect of the Units to be sold by the Sellers hereunder, the offer, sale and delivery of the Securities comprising the Units in accordance with the Agreements have been duly authorized under applicable law by all requisite corporate action. The Securities, as and when delivered to the Purchasers pursuant to the Agreements, and upon payment by the Purchasers of the purchase price therefor, will be validly issued and outstanding, fully paid and non-assessable. The issuance and sale of the Units which are the subject of this Agreement constitutes an exempt transaction under the Securities Act of 1933, as amended (the "Securities Act"), and does not require registration thereunder. 4.5. Regulatory Matters. The Company is not in violation of any federal or state law or regulation relating to the storage, handling or transportation of hazardous or toxic materials; the Company has received or received rights to all permits, licenses or other approvals required of them under applicable federal and state environmental laws and regulations to conduct its business as it currently conducted; and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which would not, singly or in the aggregate, result in a material adverse change in the condition (financial or otherwise), business prospects, net worth or results of operations of the Company. The Company has not received any notice of proceedings relating to the revocation or modification of any such permit, license or approval which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the condition (financial or otherwise), business prospects, net worth or results of operations of the Company. -3- PAGE 4.6. No Material Change. There has been no material adverse change in the financial condition of the Company or TPS since January 2, 1993 or in the results of operations of the Company or TPS as compared to relevant prior periods, other than as may be described in the Memorandum. There has been no material adverse change in the information set forth in the Memorandum since the date thereof which has not been disclosed in writing to the Purchaser prior to the Closing. 4.7. Accuracy of Information. The information contained in the Memorandum, in final form, is true and correct in all material respects as of the date thereof. Each exhibit to the Memorandum was true and correct in all material respects as of the date thereof. 4.8. Legal Opinion. Prior to closing, the Associate General Counsel of TPS and the Company will deliver his legal opinion to the Purchasers substantially to the effect of Sections 4.1, 4.2, 4.3, 4.4 and 4.5 (provided that such opinion, with respect to clause (c) of the first sentence of Section 4.3 and with respect to Section 4.5, shall be limited to such counsel's knowledge). SECTION 5. Representations, Warranties and Covenants of the Purchaser. (a) The Purchaser represents and warrants to, and covenants with, the Sellers that: (i) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Units contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Sellers, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Units; (ii) the Purchaser is acquiring the number of Units set forth in Section 2 above for investment and with no present intention of distributing any of such Units (this representation and warranty not limiting the Purchaser's right to sell pursuant to the Registration Statement or to be indemnified pursuant to Section 7.3); (iii) the Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act, and the rules and regulations promulgated thereunder; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as Appendix I, for use in preparation of the Registration Statement and the answers thereto are true and correct to the best knowledge of the Purchaser as of the date hereof and will be true and correct as of the effective date of the Registration -4- PAGE Statement, and the Purchaser will use reasonable efforts to inform the Sellers of any changes in such information; (v) The Purchaser has, in connection with its decision to purchase the number of Units set forth in Section 2 above, relied solely upon the Memorandum and the documents incorporated therein by reference and the representations and warranties of the Sellers contained herein; and (vi) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (b) The Purchaser hereby covenants with the Sellers not to make any sale of the Securities without demonstrating to the reasonable satisfaction of the Sellers that such sale does not violate any applicable provisions of federal or state securities laws and that, in connection with any such sale, the Purchaser will complete Appendix II hereto. (c) The Purchaser further represents and warrants to, and covenants with, the Sellers that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Purchaser in Section 7.3 hereof may be legally unenforceable. SECTION 6. Survival of Representations, Warranties and Agreements. Except as provided in Section 7.4 and, notwithstanding any investigation made by any party to this Agreement, all representations and warranties made by the Sellers and the Purchaser herein and in the certificates for the Securities delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser of the TPS Shares (as defined in Section 7.1(a)) being purchased and the payment therefor for a period of two years from the Closing Date, after which time they shall be deemed to be extinguished and of no further force and effect. SECTION 7. Registration of the TPS Shares; Compliance with the Securities Act. 7.1. Registration Procedures and Expenses. TPS shall: (a) as soon as practicable, prepare and file with the Securities and Exchange Commission (the "Commission") the Registration Statement on a form available for the -5- PAGE sale of the shares of the common stock of TPS issued pursuant to the exercise of the Warrants (the "TPS Shares") by the Purchaser from time to time; (b) use its best efforts, subject to receipt of necessary information from the Purchasers, to cause the Registration Statement to become effective within 180 days after the Closing; (c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until all the TPS Shares 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 TPS Shares are no longer required to be registered for the sale thereof by the Purchasers; (d) furnish to the Purchaser with respect to the TPS Shares registered under the Registration Statement (and to each Underwriter, if any, of such TPS Shares) such number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the TPS Shares by the Purchaser, provided, however, that the obligation of TPS to deliver copies of prospectuses or preliminary prospectuses to the Purchaser shall be subject to the receipt by TPS of reasonable assurances from the Purchaser that the Purchaser will comply with the applicable provisions of the Securities Act and of such other Securities or blue sky laws as may be applicable in connection with any use of such prospectuses or preliminary prospectuses; (e) file documents required of TPS for normal blue sky clearance in states specified in writing by the Purchaser, provided, however, that TPS shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and (f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.1 and the registration of TPS Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers. The Sellers understand that the Purchaser disclaims being an underwriter with respect to TPS Shares, but the Purchaser being -6- PAGE deemed an underwriter shall not relieve the Sellers of any obligations they have hereunder. 7.2. Transfer of the TPS Shares After Registration. The Purchaser agrees that it will not effect any disposition of TPS Shares that would constitute a sale within the meaning of the Securities Act except upon completion of Appendix II hereto and otherwise as contemplated in the Registration Statement referred to in Section 7.1. The Purchaser acknowledges that there may occasionally be times when TPS must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by TPS and declared effective by the Commission, or until TPS has filed an appropriate report with the Commission pursuant to the Securities Exchange Act of 1934, as amended. The Purchaser hereby covenants that it will not sell any TPS Shares pursuant to said prospectus during the period commencing at the time at which TPS gives it notice of the suspension of the use of said prospectus and ending at the time TPS gives it notice that it may thereafter effect sales pursuant to said prospectus and TPS' indemnification obligations in Section 7.3 will not apply to sales made in violation of this provision. 7.3. Indemnification. For the purpose of this Section 7.3: (a) the term "Selling Shareholder" shall include the Purchaser and any affiliate of such Purchaser; (b) the term "Registration Statement" shall include any preliminary prospectus, final prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 7.1; and (c) the term "untrue statement" shall include any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. TPS agrees to indemnify and hold harmless each Selling Shareholder from and against any losses, claims, damages or liabilities to which such Selling Shareholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement of a material fact contained in the Registration Statement on the effective date thereof, or arise out of any failure by TPS to fulfill any undertaking included in the Registration Statement and TPS will reimburse such Selling -7- PAGE Shareholder for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that TPS shall --------- ------- not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to TPS by or on behalf of such Selling Shareholder specifically for use in preparation of the Registration Statement, or the failure of such Selling Shareholder to comply with the covenants and agreements contained in Sections 5(b) or 7.2 hereof respecting sale of the TPS Shares. The Purchaser agrees to indemnify and hold harmless TPS or the Company (and each person, if any, who controls TPS or the Company within the meaning of Section 15 of the Securities Act, each officer of TPS or the Company who signs the Registration Statement and each director of TPS and the Company) from and against any losses, claims, damages or liabilities to which TPS or the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any failure to comply with the covenants and agreements contained in Section 5(b) or Section 7.2 hereof, or any untrue statement of a material fact contained in the Registration Statement on the effective date thereof if such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of the Purchaser specifically for use in preparation of the Registration Statement, and the Purchaser will reimburse TPS and the Company (or such officer, director or controlling person), as the case may be, for any legal or other expense reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim. Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 7.3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it -8- PAGE inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel for all indemnified parties. 7.4. Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Securities and the TPS Shares shall cease and terminate as to any particular number of the Securities or the TPS Shares when such Securities or such TPS Shares, as the case may be, shall have been effectively registered under the Securities Act and sold (or, in the case of the TPS Shares, otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such TPS Shares) or at such time as an opinion of counsel satisfactory to TPS and the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act. 7.5. Information Available. So long as the Registration Statement is effective covering the resale of the TPS Shares owned by the Purchaser, TPS will furnish to the Purchaser: (a) as soon as practicable after available (but in the case of TPS' Annual Report to Shareholders, within 120 days after the end of each fiscal year of TPS), one copy of (i) its Annual Report to Shareholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Report to Shareholders, its Annual Report on Form 10-K, (iii) each of its Quarterly Reports to Shareholders and, if not included in substance in its Quarterly Reports to Shareholders, its quarterly report on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the TPS Shares (the foregoing, in each case, excluding exhibits); (b) upon the reasonable request of the Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of this Section 7.5 and all other information that is generally available to the public; and (c) upon the reasonable request of the Purchaser, an adequate number of copies of the prospectuses to supply to the American Stock Exchange or any other party requiring such prospectuses; and -9- PAGE TPS, upon the reasonable request of the Purchaser, will meet with the Purchaser or a representative thereof at TPS' headquarters to discuss all information relevant for disclosure in the Registration Statement covering the TPS Shares and will otherwise cooperate with any Purchaser conducting an investigation for the purpose of reducing or eliminating such Purchaser's exposure to liability under the Securities Act, including the production of information at TPS' headquarters. In addition, so long as the Shares are owned by the Purchaser, the Company will furnish to the Purchaser (i) as soon as practicable after available, one copy of a quarterly report to shareholders consisting of an unaudited profit and loss statement and a balance sheet of the Company and (ii) as soon as practicable after available, one copy of its annual report to shareholders consisting of an unaudited profit and loss statement and an unaudited balance sheet of the Company. SECTION 8. Liquidity Feature. In the event the shares of the Common Stock of the Company have not been sold pursuant to an underwritten public offering registered under the Securities Act on or before December 16, 1997, the Sellers will seek to sell the Company on the most favorable terms available prior to December 16, 1998. SECTION 9. Broker's Fee. The parties hereto hereby represent that there are no brokers or finders entitled to compensation in connection with the transactions contemplated hereby. SECTION 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, postage prepaid, and shall be deemed given when so mailed: (a) if to the Sellers, to Thermo Process Systems, Inc. TPST Soil Recycles of Florida Inc. c/o Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, Massachusetts 02254-9046 Attention: Sandra L. Lambert, Secretary with a copy to: Seth H. Hoogasian Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, Massachusetts 02254-9046 -10- PAGE or to such other persons at such other places as the Sellers shall designate to the Purchaser in writing; and (b) if to the Purchaser, at its address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Sellers in writing. SECTION 11. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Sellers and the Purchaser. SECTION 12. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. SECTION 13. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. SECTION 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and Federal law. SECTION 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. [Remainder of Page Intentionally Left Blank] -11- PAGE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. TPST SOIL RECYCLERS OF THERMO PROCESS SYSTEMS INC. FLORIDA INC. By:___________________________ By:___________________________ Print or Type: Name of Purchaser (Individual or Institution): ______________________________ Name of Individual representing Purchaser (if an Institution): ______________________________ Title of Individual representing Purchaser (if an Institution): ______________________________ Signature by: Individual Purchaser or Individual Representing Purchaser: ______________________________ (Signature) Address:______________________ Telephone:____________________ Telex:________________________ -12- PAGE APPENDIX I (one of two) THERMO PROCESS SYSTEMS INC. TPST SOIL RECYCLERS OF FLORIDA INC. STOCK CERTIFICATE QUESTIONNAIRE Please provide us with the following information: 1. The exact name that your shares of Common Stock and Warrants are to be registered in (this is the name that will appear on your certificate(s)). You may use a nominee name if appropriate: ___________________________________ 2. The relationship between the Purchaser and the Registered Holder listed in response to item 1 above: __________________________________ 3. The mailing address of the Registered Holder listed in response to item 1 above: ___________________________________ ___________________________________ 4. The Social Security Number or Tax Identification Number of the Registered Holder listed in response to item 1 above: __________________________________ -13- PAGE APPENDIX I (two of two) THERMO PROCESS SYSTEMS INC. TPST SOIL RECYCLERS OF FLORIDA INC. REGISTRATION STATEMENT QUESTIONNAIRE In connection with the preparation of the Registration Statement, please provide use with the following information: 1. Pursuant to the "Selling Shareholder" section of the Registration Statement, please state your or your organization's name exactly as it should appear in the Registration Statement and provide the following information, as of March 1, 1993: ________________________________ (name) 2. Number of shares of common stock of TPS beneficially owned (meaning shares owned or controlled or which the Purchaser has the right to acquire) by the Purchaser, other than the Shares being purchased pursuant hereto: ________________________________ (number of shares) 3. Have you or your organization had any position, office or other material relationship within the past three years with TPS or its affiliates? _______Yes ______No If yes, please indicate the nature of any such relationships below: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ -14- PAGE APPENDIX II THERMO PROCESS SYSTEMS INC. TPST SOIL RECYCLERS OF FLORIDA INC. PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE The undersigned, [an officer of, or other person duly authorized by] ________________________________________________________________ [fill in official name of individual or institution] hereby certifies that he/she [said institution] is the Purchaser of the shares or warrants evidenced by the attached stock or warrant certificate, and as such, sold such shares or warrants on ________________ in accordance with registration statement number __________________________ [fill in the number of or otherwise identify registration statement] ______________________________and the requirement of delivering a current prospectus and current annual and quarterly reports by the Company has been complied with in connection with such sale. Print or Type: Name of Purchaser (Individual or Institution): ____________________________ Name of Individual representing Purchaser (if an Institution): _____________________________ Title of Individual representing Purchaser (if an Institution): _____________________________ Signature by: Individual Purchaser (or Individual representing Purchaser (if an Institution)): _____________________________ -15- EX-5 4 EXHIBIT 5.1 Thermo TerraTech Inc. 81 Wyman Street Waltham, MA 02254-9046 April 3, 1996 Thermo TerraTech Inc. 81 Wyman Street Waltham, MA 02254-9046 Re: Registration Statement on Form S-2 Relating to Warrants to Purchase 700,500 Shares of Common Stock and 700,500 Shares of Common Stock Issuable Upon Exercise of Such Warrants Dear Sirs: I am General Counsel to Thermo TerraTech Inc., a Delaware corporation (the "Company"), and have acted as counsel in connection with the registration under the Securities Act of 1933, as amended, on Form S-2 (the "Registration Statement"), of (i) Common Stock Purchase Warrants (the "Warrants") to purchase 700,500 shares of Common Stock, par value $.10 per share (the "Common Stock"), of the "Company, and (ii) the issuance of 700,500 shares of Common Stock (the "Shares") that may be acquired upon exercise of the Warrants. 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 Warrants and 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 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 State of Delaware. 2. The Warrants have been duly authorized and validly issued by the Company. 3. The issuance and sale of the Shares has been duly authorized by the Company. The Shares, when issued and sold upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and nonassessable. PAGE I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, Seth H. Hoogasian General Counsel SHH/mj EX-23 5 EXHIBIT 23.1 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 May 9, 1995 (except with respect to the matter discussed in Note 14 as to which the date is June 2, 1995) included in Thermo Terra Tech Inc.'s Form 10-K for the year ended April 1, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Boston, Massachusetts March 25, 1996 EX-23 6 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated October 26, 1994, included in Thermo TerraTech, Inc.'s (formerly Thermo Process Systems, Inc.) Registration Statement on Form S-2, and to other references to our Firm included in or made a part of the Registration Statement. March 26, 1996 TROUT, EBERSOLE & GROFF, LLP Lancaster, Pennsylvania Certified Public Accountants EX-23 7 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Thermo TerraTech Inc.: We consent to the use of our report incorporated by reference to our firm under the heading "Experts" in the prospectus. KPMG Peat Marwick LLP Boston, Massachusetts March 26, 1996 EX-23 8 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC AUDITORS The Board of Directors Thermo TerraTech Inc.: We consent to the inclusion herein of our report dated April 29, 1994, with respect to the consolidated balance sheets of Remediation Technologies, Inc. and subsidiary as of December 31, 1993 and 1992, and the related consolidated statements of earnings, stockholders' equity and cash flows for the years then ended. NARDELLA & TAYLOR Lexington, Massachusetts March 25, 1996 EX-23 9 EXHIBIT 23.5 CONSENT OF INDEPENDENT PUBLIC AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-2 and related Prospectus of Thermo TerraTech Inc. for the registration of (i) warrants to purchase 700,500 shares of its common stock and (ii) the shares of common stock underlying such warrants, and to the incorporation by reference therein of our report dated February 28, 1995 with respect to the financial statements of RETEC/TETRA L.C. included in the Current Report on Form 8-K/A of Thermo TerraTech Inc. dated December 8, 1995 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Houston, Texas March 26, 1996 EX-99 10 EXHIBIT 99 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 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 and amended on September 29, 1988, is hereby amended to increase the number of authorized shares of the Corporation's Common Stock, $0.10 par value per share, from 20,000,000 shares to 30,000,000 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 Thirty Million (30,000,000) 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 August 14, 1989, duly adopted the following resolution: RESOLVED, that the Board of Directors hereby recommends that the Shareholders of the Corporation, at the meeting called for September 21, 1989, approve an amendment to the Corporation's Certificate of Incorporation increasing number of shares of PAGE Common Stock, $.10 Par Value from 20 million shares to 30 million 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 2nd day of October, 1989. THERMO PROCESS SYSTEMS INC. By: /s/ Walter J. Bornhorst ` Walter J. Bornhorst, Chairman of the Board and Chief Executive 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 Incorporation to increase the Corporation's authorized voting Common Stock, $.10 par value from 10,000,000 to 20,000,000 shares. PAGE 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 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 engaged 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 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 PAGE 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 -----END PRIVACY-ENHANCED MESSAGE-----