-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OAwK9tI5dBP7n8EMxWXOenN7rePMSY6juNGER6XdPRSmq9EBgn6iSrjfCeBpE7ZW qUFFDWN7HxzOsuXEBsyxww== 0000097745-95-000026.txt : 19950609 0000097745-95-000026.hdr.sgml : 19950609 ACCESSION NUMBER: 0000097745-95-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950302 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950306 SROS: NONE 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: 95518747 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 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): March 2, 1995 ________________________________________ THERMO ELECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-8002 04-2209186 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 81 Wyman Street 02254-9046 Post Office Box 9046 (Zip Code) Waltham, Massachusetts (Address of principal executive offices) (617) 622-1000 (Registrant's telephone number including area code) PAGE Item 5. Other Events ------------ On March 2, 1995, Thermo Electron Corporation's Thermo Instrument Systems Inc. subsidiary ("Thermo Instrument") issued a press release, attached hereto as Exhibit 1, to announce that it has signed a purchase agreement with Fisons plc ("Fisons") to acquire the Scientific Instruments Division of Fisons for 202 million British pounds sterling, subject to a post-closing adjustment. For the fiscal year ended December 31, 1994, the division reported revenues of 261.7 million pounds and a trading loss of 11.7 million pounds. Revenues for the six-month period from July 1, 1994 to December 31, 1994 were 157.3 million pounds, with a trading profit of 0.9 million pounds. The acquisition is subject to certain conditions, including approval by Fisons shareholders, regulatory approvals, consent of certain third parties, and customary conditions to closing. Thermo Instrument intends to fund the purchase price from available cash and through borrowings from Thermo Electron Corporation, which owns approximately 83% of Thermo Instrument's outstanding capital stock. Item 7. Financial Statements, Pro Forma Combined Condensed Financial ------------------------------------------------------------ Information and Exhibits ------------------------ (a) Financial Statements of Business Acquired: Not applicable. (b) Pro Forma Combined Condensed Financial Information: Not applicable. (c) Exhibits 1. Thermo Instrument Systems Inc. Press Release dated March 2, 1995. 2 PAGE 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 6th day of March 1995. THERMO ELECTRON CORPORATION By: /s/ Paul F. Kelleher ----------------------- Paul F. Kelleher Chief Accounting Officer EX-1 2 EXHIBIT 1 THERMO INSTRUMENT SYSTEMS ANNOUNCES INTENT TO ACQUIRE THE --------------------------------------------------------- SCIENTIFIC INSTRUMENTS DIVISION OF FISONS ----------------------------------------- WALTHAM, Mass., March 2, 1995 -- Thermo Instrument Systems Inc. (ASE-THI) announced today that it has signed a purchase agreement with Fisons plc to acquire the Scientific Instruments Division of Fisons for 202 million British pounds sterling, subject to a post-closing adjustment. For the fiscal year ended December 31, 1994, the division reported revenues of 261.7 million pounds and a trading loss of 11.7 million pounds. Revenues for the six-month period from July 1, 1994, to December 31, 1994, were 157.3 million pounds, with a trading profit of 0.9 million pounds. Consummation of this agreement would represent the largest acquisition in the history of both Thermo Instrument and its parent company, Thermo Electron Corporation. The Scientific Instruments Division is principally composed of Fisons operations that are involved in the research, development, manufacture, and sale of analytical instruments to industrial and research laboratories worldwide. "We believe the Scientific Instruments Division of Fisons will provide a strategically attractive extension to our analytical instrument business as its products, distribution network, and manufacturing abilities add to our strengths in a growing global market," said Arvin H. Smith, president and chief executive officer of Thermo Instrument Systems. "The potential represented by this acquisition is exciting because it enhances our presence in key European countries and gives us access to several important analytical technologies and products." The acquisition is subject to certain conditions, including approval by Fisons plc shareholders, regulatory approvals, consent of certain third parties, and customary conditions to closing. The company intends to fund the purchase price from available cash and through borrowings from Thermo Electron. Thermo Instrument Systems develops, manufactures, and markets instruments used to detect and measure air pollution, radioactivity, complex chemical compounds, toxic metals and other elements in a broad range of liquids and solids as well as to control and monitor various industrial processes. Thermo Instrument Systems is a public subsidiary -----END PRIVACY-ENHANCED MESSAGE-----