-----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, G9POqBFwkRCP/JImgL3oM+qc8KAfr0WByi50O7WG2E7a/T2zRjBNlsjK5+gQanze vGblLIFlhNXrWnFrrKMieA== 0000097745-05-000094.txt : 20050611 0000097745-05-000094.hdr.sgml : 20050611 20050525162016 ACCESSION NUMBER: 0000097745-05-000094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050524 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050525 DATE AS OF CHANGE: 20050525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08002 FILM NUMBER: 05857064 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 8-K 1 tmo8kdebtoffer5-05.txt UNITED STATES 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 24, 2005 -------------------------------------------- THERMO ELECTRON CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-8002 04-2209186 (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 81 Wyman Street, P.O. Box 9046 02454-9046 Waltham, Massachusetts (Zip Code) (Address of Principal Executive Offices) (781) 622-1000 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events On May 24, 2005, Thermo Electron Corporation (the "Company") entered into an agreement to issue and sell, pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended, $250 million in aggregate principal amount of 5% Senior Notes due 2015 (the "Notes"). A copy of the press release relating to the announcement of the pricing of the Notes is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of the Registrant dated May 25, 2005. < 2 > 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 hereunto duly authorized, on this 25th day of May 2005. THERMO ELECTRON CORPORATION /s/ Seth H. Hoogasian By: ------------------------ Name: Seth H. Hoogasian Title: Vice President < 3 > EX-99.1 2 tmo8kdebtofferex99-1.txt Exhibit 99.1 [Company Logo] FOR IMMEDIATE RELEASE Media Contact Information: Investor Contact Information: Lori Gorski J. Timothy Corcoran Phone: 781-622-1242 Phone: 781-622-1111 E-mail: lori.gorski@thermo.com E-mail: tim.corcoran@thermo.com ---------------------- -------------------------------- Website: www.thermo.com Thermo Electron Corporation to Issue and Sell $250 Million 5% Senior Notes Due 2015 Waltham, Mass., May 25, 2005 -- Thermo Electron Corporation (NYSE: TMO) today announced that it has entered into an agreement to sell $250 million aggregate principal amount of its 5% Senior Notes due 2015 (the "Notes"). The offering is expected to close on May 27, 2005, subject to customary closing conditions. Thermo Electron intends to use the net proceeds from the sale of the Notes and cash on hand to repay $250 million of a $570 million 364-day credit facility entered into in connection with the acquisition of the Kendro Laboratory Products division of SPX Corporation on May 9, 2005. The Notes will be issued and sold solely to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and outside of the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This news release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction in which such an offer or sale would be unlawful. The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward-Looking Statements" in the company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2005. These include risks and uncertainties relating to: the need to develop new products and adapt to significant technological change; dependence on customers that operate in cyclical industries; general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; dependence on customers' capital spending policies and government funding policies; use and protection of intellectual property; exposure to product liability claims in excess of insurance coverage; retention of contingent liabilities from businesses we sold; realization of potential future savings from new productivity initiatives; implementation of our branding strategy; implementation of strategies for improving internal growth; the effect of exchange rate fluctuations on international operations; identification, completion and integration of new acquisitions and potential impairment of goodwill from previous acquisitions. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----