-----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, Pfw0628UKscRqh9+BTU0sHjNK8T52J3yOiCBy293y5TeFRr5JUtlzG7KZWYe4ppl m6EJ+m1d+IFtMvZCdP4g/w== 0000813895-97-000015.txt : 19971124 0000813895-97-000015.hdr.sgml : 19971124 ACCESSION NUMBER: 0000813895-97-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971106 ITEM INFORMATION: FILED AS OF DATE: 19971121 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO POWER CORP CENTRAL INDEX KEY: 0000813895 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 042891371 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10573 FILM NUMBER: 97726522 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254-9046 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WYMAN STREET CITY: WALTHAM STATE: MA ZIP: 02254 FORMER COMPANY: FORMER CONFORMED NAME: TECOGEN INC DATE OF NAME CHANGE: 19920703 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 1997 _______________________________________ THERMO POWER CORPORATION (Exact name of Registrant as specified in its charter) Massachusetts 1-10573 04-2891371 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation) 81 Wyman Street Waltham, MA 02254-9046 (Address of principal (Zip Code) executive offices) (617) 622-1000 (Registrant's telephone number including area code) PAGE Item 2. Acquisition or Disposition of Assets ------------------------------------ On November 19, 1997, Thermo Power Corporation (the "Company") acquired 101,235,852 ordinary shares of Peek plc ("Peek"), a London Stock Exchange listed company, for 80 pence per share (an aggregate of 80,988,681.6 British Pounds Sterling (approximately $137,200,000)) in completion of the Company's offer to acquire all of the outstanding ordinary shares of Peek. The Company became unconditionally obligated to acquire these shares on November 6, 1997 after the Company declared the offer unconditional in all respects. Together with shares owned by the Company prior to November 6, the Company now owns approximately 92% of Peek's outstanding ordinary share capital. The Company will acquire the Peek shares that remain outstanding (approximately 9,347,000 shares) for 80 pence per share pursuant to the compulsory acquisition rules applicable to United Kingdom companies. The acquisition of the Peek shares was financed with borrowings from Thermo Electron Corporation ("Thermo Electron"), the Company's parent corporation. On November 17, 1997, the Company borrowed $160,000,000 from Thermo Electron pursuant to a promissory note due in 1999. Such note bears interest at a rate equal to the 90-day Commercial Paper Composite Rate as reported by Merrill Lynch Capital Markets, plus twenty-five 25 basis points, and is adjusted quarterly. Peek develops and installs equipment to monitor and regulate traffic flow in cities and towns around the globe, including traffic signal synchronization systems to minimize delays, variable message systems to advise drivers of accidents or construction, video systems to give real-time analysis of traffic flows at intersections and on highways, as well as automatic toll-collection systems. Peek had sales of approximately $219,000,000 (excluding sales by businesses disposed of by Peek in 1996 and 1997) in the year ended December 31, 1996. The Company has no present intention to use the plants, equipment or other physical property acquired for purposes materially different from the purposes for which such assets were used prior to the acquisition. However, the Company will review the businesses of Peek and their assets, corporate structure, capitalization, operations, properties, policies, management and personnel. The Company may develop plans or proposals, including mergers, transfers of a material amount of assets or other transactions or changes relating to the acquired businesses. Any such transaction might involve Thermo Electron or another subsidiary of Thermo Electron. PAGE Item 7. Financial Statements, Pro Forma Combined Condensed -------------------------------------------------- Financial Information and Exhibits. ---------------------------------- (a) Financial Statements of Businesses Acquired: As it is impracticable to file information meeting the requirements of this Item 7(a) at this time, it will be filed by amendment within the time period permitted by Item 7(a)(4) of Form 8-K. (b) Pro Forma Combined Condensed Financial Information: As it is impracticable to file information meeting the requirements of this Item 7(b) at this time, it will be filed by amendment within the time period permitted by Item 7(a)(4) of Form 8-K. (c) Exhibits: 10.1 Promissory Note in the principal amount of $160,000,000 issued by the Company to Thermo Electron Corporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 21st day of November, 1997. THERMO POWER CORPORATION By: /s/ J. Timothy Corcoran --------------------------- J. Timothy Corcoran President and Chief Executive Officer EX-10.1 2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE TRANSFERRED (1) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THESE SECURITIES OR (2) UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Thermo Power Corporation Promissory Note Due 1999 $160,000,000.00 November 17, 1997 For value received, Thermo Power Corporation, a Massachusetts corporation (the "Company"), hereby promises to pay to Thermo Electron Corporation (hereinafter referred to as the "Payee"), or registered assigns, on November 16, 1999, as described below, the principal sum of one hundred sixty million dollars ($160,000,000) or such part thereof as then remains unpaid, to pay interest from the date hereof on the whole amount of said principal sum remaining from time to time unpaid at a rate per annum equal to the rate of the 90-day Commercial Paper Composite Rate as reported by Merrill Lynch Capital Markets, as an average of the last five business days of the fiscal quarter, plus twenty-five (25) basis points, such interest to be payable in arrears on the first day of each fiscal quarter of the Company during the term set forth herein, until the whole amount of the principal hereof remaining unpaid shall become due and payable, and to pay interest on all overdue principal and interest at a rate per annum equal to the rate of interest announced from time to time by BankBoston at its head office in Boston, Massachusetts as its "base rate" plus one percent (1%). Principal and all accrued but unpaid interest shall be repaid on November 16, 1999. Principal and interest shall be payable in lawful money of the United States of America, in immediately available funds, at the principal office of the Payee or at such other place as the legal holder may designate from time to time in writing to the Company. Interest shall be computed on an actual 360-day basis. This Note may be prepaid at any time or from time to time, in whole or in part, without any premium or penalty. All prepayments shall be applied first to accrued interest and then to principal. The then unpaid principal amount of, and interest outstanding on, this Note shall be and become immediately due and payable without notice or demand, at the option of the holder PAGE hereof, if, at any time after the Company has completed the purchase of the ordinary shares of Peek plc pursuant to a public offer to purchase all of such ordinary shares outstanding or allotted, any of the following events shall have occurred: (a) the failure of the Company to pay any amount due hereunder within ten (10) days of the date when due; (b) any representation, warranty or statement made or furnished to the Payee by the Company in connection with this Note or the transaction from which it arises shall prove to have been false or misleading in any material respect as of the date when made or furnished; (c) the failure of the Company to pay its debts as they become due, the insolvency of the Company, the filing by or against the Company of any petition under the U.S. Bankruptcy Code (or the filing of any similar petition under the insolvency law of any jurisdiction), or the making by the Company of an assignment or trust mortgage for the benefit of creditors or the appointment of a receiver, custodian or similar agent with respect to, or the taking by any such person of possession of, any property of the Company; (d) the sale by the Company of all or substantially all of its assets; (e) the merger or consolidation of the Company with or into any other corporation in a transaction in which the Company is not the surviving entity; (f) the issuance of any writ of attachment, by trustee process or otherwise, or any restraining order or injunction not removed, repealed or dismissed within thirty (30) days of issuance, against or affecting the person or property of the Company or any liability or obligation of the Company to the holder hereof; and (g) the suspension of the transaction of the usual business of the Company. Upon surrender of this Note for transfer or exchange, a new Note or new Notes of the same tenor dated the date to which interest has been paid on the surrendered Note and in an aggregate principal amount equal to the unpaid principal amount of the Note so surrendered will be issued to, and registered in the name of, the transferee or transferees. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes. PAGE In case any payment herein provided for shall not be paid when due, the Company further promises to pay all cost of collection, including all reasonable attorneys' fees. No delay or omission on the part of the Payee in exercising any right hereunder shall operate as a waiver of such right or of any other right of the Payee, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Company hereby waives presentment, demand, notice of prepayment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note. The undersigned hereby assents to any indulgence and any extension of time for payment of any indebtedness evidenced hereby granted or permitted by the Payee. This Note shall be governed by and construed in accordance with, the laws of the Commonwealth of Massachusetts and shall have the effect of a sealed instrument. THERMO POWER CORPORATION By: /s/ J. Timothy Corcoran ---------------------------- J. Timothy Corcoran President and Chief Executive Officer [Corporate Seal] Attest: /s/ Sandra L. Lambert ---------------------------------- Sandra L. Lambert Clerk cc: Jim Harding Seth Hoogasian Maureen Jacobs Sandra Lambert Jeff Botte Andy Pilla Gina Silvestri Chris Vinchesi -----END PRIVACY-ENHANCED MESSAGE-----