-----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, SECCYTLUJY2jodDp2XbI0Iv/VEJQXdUxKZHP9pUAS+tiUIw3rMB+MtDm68PZ/9qo AgsGY7UOAwNfYKt1kqfTCg== 0000913771-99-000006.txt : 19990513 0000913771-99-000006.hdr.sgml : 19990513 ACCESSION NUMBER: 0000913771-99-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990505 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMORETEC CORP CENTRAL INDEX KEY: 0000913771 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 593203761 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12636 FILM NUMBER: 99618320 BUSINESS ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454-9046 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: DANOMILL SQUARE STREET 2: 9 POND LANE SUITE 5A CITY: CONCORD STATE: MA ZIP: 01742-2861 FORMER COMPANY: FORMER CONFORMED NAME: THERMO REMEDIATION INC DATE OF NAME CHANGE: 19931020 8-K 1 FORM 8-K 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): May 5, 1999 ---------------------------------------- THERMORETEC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-12636 59-3203761 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) Damonmill Square 9 Pond Lane, Suite 5A Concord, Massachusetts 01742-2851 (Address of principal executive offices) (Zip Code) (978) 371-3200 (Registrant's telephone number including area code) Item 5. Other Events On May 5, 1999, Thermo Electron Corporation ("Thermo Electron"), the Registrant's ultimate parent corporation, announced modifications to its previously announced plan to merge the Registrant, along with The Randers Killam Group Inc. ("Randers"), a majority-owned, publicly traded subsidiary of Thermo TerraTech Inc. ("TerraTech"), the Registrant's parent corporation, into TerraTech. Thermo Electron announced that, under the modified plan, each of the Registrant, Randers, and TerraTech would be merged into and become wholly owned subsidiaries of Thermo Electron. Public shareholders of each of the Registrant, Randers, and TerraTech would receive shares of common stock of Thermo Electron in exchange for their shares of the common stock of the Registrant, Randers, and TerraTech, respectively. The completion of these transactions is subject to numerous conditions, including the establishment of prices and exchange ratios, confirmation of anticipated tax consequences, approval by the directors of each of the Registrant, Randers, and TerraTech, including the independent directors of such companies, negotiation and execution of definitive purchase and sale or merger agreements, clearance by the Securities and Exchange Commission of a registration statement and proxy materials regarding the proposed transactions, and, where appropriate, receipt of fairness opinions from investment banking firms. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: not applicable. (b) Pro Forma Financial Information: not applicable. (c) Exhibits: not applicable. SIGNATURE 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 12th day of May, 1999. THERMORETEC CORPORATION By: /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----