-----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, O/PpP9aplmnlArnd8bBPC8oAbPdVOgMtDjLyIeKIXBQ7vCW7BUTdNg1AzJFAKdy5 H961v2+eWIB/9SWHfEOGwg== 0000097745-99-000005.txt : 19990125 0000097745-99-000005.hdr.sgml : 19990125 ACCESSION NUMBER: 0000097745-99-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREX MEDICAL CORP CENTRAL INDEX KEY: 0001003539 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 061439626 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46327 FILM NUMBER: 99509663 BUSINESS ADDRESS: STREET 1: 37 APPLE RIDGE RD STREET 2: P.O. BOX 9046 CITY: DANBURY, STATE: CT ZIP: 06810 BUSINESS PHONE: 2037901188 MAIL ADDRESS: STREET 1: 81 WYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 FILED BY: 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: 1230 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02454 BUSINESS PHONE: 7816221000 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Trex Medical Corporation (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 89531R101 (CUSIP Number) Seth H. Hoogasian, Esq. General Counsel (781)622-1000 Thermo Electron Corporation 81 Wyman Street Waltham, MA 02454-9046 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 1998 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) - ------------------------------------------------------------------------------ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermo Electron Corporation IRS No. 04-2209186 - --------------------------- - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* - --------------------------- - --------------------------- (a) [ ] (b) [ x ] - ------------------------------------------------------------------------------- - --------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - --------------------------- - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- - --------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,046,509 WITH - ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 26,046,509 - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,046,509 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 77.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - ------------------------------------------------------------------------------- Thermo Electron Corporation hereby amends its statement on Schedule 13D relating to the shares (the "Shares") of common stock, par value $.01 per share, of Trex Medical Corporation (the "Issuer"), as set forth below. Item 2. Identity and Background Item 2 is hereby amended and restated in its entirety as follows: This Amendment is being filed by Thermo Electron Corporation (the "Reporting Person"), pursuant to Rule 13d-2, to reflect an increase in the Reporting Person's holdings of the Issuer's Shares since the Reporting Person's last filing on Schedule 13D, in July, 1996, of more than one percent. The Reporting Person holds the Shares of the Issuer that are the subject of this Amendment through one or more controlled subsidiaries. As of the date of this Amendment, 23,801,909 Shares were held by ThermoTrex Corporation ("ThermoTrex"), a majority-owned subsidiary of the Reporting Person. The Reporting Person develops, manufactures and markets analytical and monitoring instruments; biomedical products including heart-assist devices, respiratory-care equipment, and mammography systems; and paper-recycling and papermaking equipment. The Reporting Person also develops alternative-energy systems and clean fuels, provides a range of services including industrial outsourcing and environmental-liability management, and conducts research and development in advanced imaging, laser communications, and electronic information-management technologies. The principal business address and principal office address of the Reporting Person, a Delaware corporation, is 81 Wyman Street, Waltham, Massachusetts 02454-9046. Appendix A attached to this Amendment sets forth with respect to each executive officer and director of the Reporting Person his or her (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship. To the knowledge of the Reporting Person, there is no person who may be deemed to be a controlling person of the Reporting Person. During the last five years, neither the Reporting Person nor (to the knowledge of the Reporting Person) any executive officer or director of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither the Reporting Person nor (to the knowledge of the Reporting Person) any executive officer or director of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgement, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety as follows: The Reporting Person has expended approximately $17,525,750 in purchasing Shares of the Issuer since the date of its last filing on Schedule 13D. These funds were paid out of the Reporting Person's working capital. Item 4. Purpose of Transaction Item 4 is hereby amended and restated in its entirety as follows: The Reporting Person may make purchases of Shares or other securities of the Issuer in such manner and in such amounts as it determines to be appropriate. In determining whether to do so, the Reporting Person will consider various relevant factors, including its evaluation of the Issuer's business, prospects and financial condition, amounts and prices of available securities of the Issuer, the market for the Issuer's securities, other opportunities available to the Reporting Person and general market and economic conditions. Purchases may be made either on the open market or directly from the Issuer. Except as set forth in this Item 4 and Item 6, neither the Reporting Person nor, to the Reporting Person's knowledge, any of the executive officers or directors of the Reporting Person has any current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person and such other persons do not rule out the possibility of effecting or seeking to effect any such actions in the future. Item 5. Interest in Securities of the Issuer. Items 5 (a) - (c) are hereby amended and restated in their entirety as follows: (a) The Shares beneficially owned by the Reporting Person include 2,244,600 Shares, or approximately 6.8% of the outstanding Shares, owned directly by the Reporting Person, and 23,801,909 Shares, or approximately 71.0% of the outstanding Shares, owned by ThermoTrex. Of the 23,801,909 Shares owned by ThermoTrex, 678,541 Shares are issuable to ThermoTrex if it elects to convert in full the remaining principal amount of the 4.2% Convertible Subordinated Note (the "Note") issued by the Issuer to ThermoTrex on October 2, 1996. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own an aggregate of 319,475 Shares or approximately 1.0% of the outstanding Shares. To the knowledge of the Reporting Person, the Shares beneficially owned by all executive officers and directors of the Reporting Person include 288,500 Shares that such persons have the right to acquire within 60 days through the exercise of stock options. Ownership information for each executive officer and director of the Reporting Person is set forth below. Name Number of Shares(1) - ---- ------------------- John M. Albertine 1,000 Peter O. Crisp 4,500 Elias P. Gyftopoulos 41,000 George N. Hatsopoulos 41,188 John N. Hatsopoulos 32,263 Brian D. Holt 4,000 Frank Jungers 3,850 Paul F. Kelleher 9,000 John T. Keiser 20,000 Earl R. Lewis 38,851 Robert A. McCabe 7,050 Theo Melas-Kyriazi 4,000 Donald E. Noble 1,000 Robert W. O'Leary 0 Hutham S. Olayan 46,173 Peter G. Pantazelos 4,600 William A. Rainville 20,000 Arvin H. Smith 20,000 Richard F. Syron 0 Roger D. Wellington 1,000 John W. Wood Jr. 20,000 All directors and current executive 319,475 officers as a group (21 persons) (1) Shares reported as beneficially owned by Dr. Albertine, Mr. Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Jungers, Mr. Kelleher, Mr. Keiser, Mr. Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Mr. Noble, Ms. Olayan, Mr. Pantazelos, Mr. Rainville, Mr. Smith, Mr. Wellington, Mr. Wood and all directors and executive officers as a group include 1,000, 1,500, 40,000, 40,000, 32,000, 4,000, 1,000, 6,000, 20,000, 32,000, 1,000, 4,000, 1,000, 40,000, 4,000, 20,000, 20,000, 1,000, 20,000 and 288,500 Shares, respectively, that such person or members of the group have the right to acquire within 60 days. While certain directors and executive officers of the Reporting Person are also directors and officers of the Issuer, all such persons disclaim beneficial ownership of the Shares owned by the Reporting Person. (b) The Reporting Person and the executive officers and directors of the Reporting Person have the sole power to vote and dispose of the Shares each such person owns, except as follows: 16 Shares included in Dr. G. Hatsopoulos' ownership are owned by his spouse, and Shares beneficially owned by Ms. Olayan include 1,173 Shares allocated to her account maintained pursuant to the Issuer's deferred compensation plan for directors. (c) The Reporting Person has effected the following transactions with respect to the Shares during the past 60 days: Date Amount Price Per Share Transfer Type - ------------------------------------------------------------------------------- 11/10/98 318,000 $11.52 Open Market Purchase 11/11/98 10,000 $11.25 Open Market Purchase 11/11/98 13,000 $11.4375 Open Market Purchase 11/11/98 59,500 $11.3125 Open Market Purchase 11/11/98 58,700 $11.375 Open Market Purchase 11/11/98 109,700 $11.25 Open Market Purchase 12/01/98 22,000 $9.75 Open Market Purchase 12/11/98 500 $8.1875 Open Market Purchase 12/11/98 700 $8.25 Open Market Purchase 12/11/98 6,600 $8.625 Open Market Purchase 12/11/98 750,600 $8.269 Open Market Purchase 12/11/98 13,200 $8.75 Open Market Purchase 12/14/98 154,500 $7.25 Open Market Purchase 12/14/98 65,100 $7.3125 Open Market Purchase 12/14/98 15,700 $6.75 Open Market Purchase 12/14/98 8,700 $6.50 Open Market Purchase 12/14/98 2,600 $6.875 Open Market Purchase 12/14/98 2,000 $7.00 Open Market Purchase 12/14/98 700 $6.625 Open Market Purchase 12/14/98 3,000 $7.125 Open Market Purchase 12/15/98 1,000 $7.0625 Open Market Purchase 12/15/98 1,100 $7.25 Open Market Purchase 12/15/98 47,000 $7.125 Open Market Purchase 12/15/98 3,000 $7.1875 Open Market Purchase 12/15/98 165,200 $7.00 Open Market Purchase 12/16/98 34,900 $7.50 Open Market Purchase 12/16/98 500 $7.25 Open Market Purchase 12/17/98 3,200 $7.50 Open Market Purchase 12/21/98 1,100 $7.6875 Open Market Purchase 12/21/98 60,600 $8.00 Open Market Purchase 12/21/98 18,100 $7.6875 Open Market Purchase 12/21/98 5,800 $7.5625 Open Market Purchase To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person have effected no transactions in the Shares in the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 is hereby amended and restated in its entirety as follows: Of the 26,046,509 Shares beneficially owned by the Reporting Person, (a) 302,900 Shares are subject to options to acquire such Shares granted by the Reporting Person pursuant to its director and employee stock option plans and (b) 678,541 Shares are issuable to ThermoTrex if it elects to convert in full the remaining principal amount of the Note. The executive officers and directors of the Reporting Person have the right, pursuant to such options, to acquire 97,000 Shares. In addition, the following executive officers and directors of the Reporting Person have the right to acquire shares from the Issuer pursuant to the Issuer's director and employee stock option plans: Dr. Elias Gyftopoulos has the right to acquire 40,000 Shares within 60 days; Dr. George Hatsopoulos has the right to acquire 40,000 Shares within 60 days; Mr. John Hatsopoulos has the right to acquire 32,000 Shares within 60 days; Mr. Paul Kelleher has the right to acquire 6,000 Shares within 60 days; Mr. Earl Lewis has the right to acquire 32,000 Shares within 60 days; and Ms. Hutham Olayan has the right to acquire 40,000 Shares within 60 days. During fiscal 1996, the Human Resources Committee of the Board of Directors of the Issuer (the "Committee") established a stock holding policy for executive officers of the Issuer. The stock holding policy specifies an appropriate level of ownership of the Issuer's Shares as a multiple of the officer's compensation. For the chief executive officer, the multiple is one times his base salary and reference bonus for the calendar year. For all other officers, the multiple is one times the officer's base salary. In order to assist officers in complying with the policy, the Committee also adopted a stock holding assistance plan under which the Issuer is authorized to make interest-free loans to officers to enable them to purchase Shares in the open market. The loans are required to be repaid upon the earlier of demand or the fifth anniversary of the date of the loan, unless otherwise authorized by the Committee. The Committee also adopted a policy requiring its executive officers to hold Shares acquired upon the exercise of stock options granted by the Issuer. Under this policy, executive officers are required to hold one-half of their net option exercises over a period of five years. The net option exercise is determined by calculating the number of shares acquired upon exercise of a stock option, after deducting the number of shares that could have been traded to exercise the option and the number of shares that could have been surrendered to satisfy tax withholding obligations attributable to the exercise of the option. During fiscal 1996, the Committee also established a stock holding policy for directors, including persons who are also directors or executive officers of the Reporting Person (Gary S. Weinstein, Elias P. Gyftopoulos, John T. Keiser and Hutham Olayan). The stock holding policy requires each director to hold a minimum of 1,000 Shares. In addition, the Committee adopted a policy requiring directors to hold Shares equal to one-half of their net option exercises over a period of five years. The net option exercise is determined by calculating the number of shares acquired upon exercise of a stock option, after deducting the number of shares that could have been traded to exercise the option and the number of shares that could have been surrendered to satisfy tax withholding obligations attributable to the exercise of the option. Item 7. Material to Be Filed as Exhibits The following documents relating to the securities of the Issuer are incorporated herein by reference. (i) $42,000,000 Subordinated Convertible Note due 2000 of the Issuer issued to ThermoTrex (filed as Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 [Reg. No. 333-2926] and incorporated herein by reference). (ii) Equity Incentive Plan of the Issuer (filed as Exhibit 10.15 to the Issuer's Registration Statement on Form S-1 [Reg. No. 333-2926] and incorporated herein by reference). (iii) Deferred Compensation Plan for Directors of the Issuer (filed as Exhibit 10.16 to the Issuer's Registration Statement on Form S-1 [Reg. No. 333-2926] and incorporated herein by reference). (iv) Directors Stock Option Plan of the Issuer (filed as Exhibit 10.17 to the Issuer's Registration Statement on Form S-1 [Reg. No. 333-2926] and incorporated herein by reference). (v) Directors' Stock Option Plan of ThermoTrex (filed as Exhibit 10.26 to ThermoTrex's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-10791] and incorporated herein by reference). (vi) ThermoTrex Corporation-Trex Medical Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.73 to Thermo Cardiosystems Inc.'s Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [File No. 1-10114] and incorporated herein by reference). (vii) Amended and Restated Directors' Stock Option Plan of the Reporting Person (filed as Exhibit 10.25 to the Reporting Person's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 [File No. 1-8002] and incorporated herein by reference). (viii) Thermo Electron Corporation-Trex Medical Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.44 to Thermo Cardiosystems Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1995 [File No. 1-10114] and incorporated herein by reference). (ix) Amended and Restated Stock Holding Assistance Plan and Form of Promissory Note (filed as Exhibit 10.18 to the Annual Report on Form 10-K of the Issuer for the fiscal year ended September 27, 1997 [File No. 1-11827] and incorporated herein by reference). Signature After reasonable inquiry and to the best of its knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: January 22, 1999 THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Vice President and Chief Financial Officer Appendix A is hereby amended and restated in its entirety as follows: APPENDIX A The following individuals are executive officers or directors of Thermo Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such individuals are citizens of the United States. Unless otherwise noted, the business address of each executive officer and director of Thermo Electron is 81 Wyman Street, Waltham, Massachusetts 02454-9046. John M. Albertine: Director, Thermo Electron Dr. Albertine is Chairman of the Board and Chief Executive Officer of Albertine Enterprises, Inc., an economic and public policy consulting firm. His business address is Albertine Enterprises, Inc., 1156 15th Street N.W., Suite 505, Washington, DC 20005. Peter O. Crisp: Director, Thermo Electron Mr. Crisp was, until August 1997, a General Partner of Venrock Associates, a venture capital investment firm. Elias P. Gyftopoulos: Director, Thermo Electron Dr. Gyftopoulos is Professor Emeritus of the Massachusetts Institute of Technology. His business address is Massachusetts Institute of Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts 02139. Frank Jungers: Director, Thermo Electron Mr. Jungers is a consultant on business and energy matters. His business address is 822 NW Murray, Suite 242, Portland, Oregon 97229. Robert A. McCabe: Director, Thermo Electron Mr. McCabe is President of Pilot Capital Corporation, a firm specializing in private investment and acquisition services. His business address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022. Donald E. Noble: Director, Thermo Electron For more than 20 years, from 1959 to 1980, Mr. Noble served as the Chief Executive Officer of Rubbermaid, Incorporated, first with the title of President and then as Chairman of the Board. His business address is Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691. Robert W. O'Leary: Director, Thermo Electron Mr. O'Leary is the Chairman and Chief Executive Officer of Premier, Inc., a strategic healthcare alliance. His business address is Premier, Inc., 12225 El Camino Real, San Diego, California 92130. Hutham S. Olayan: Director, Thermo Electron Ms. Olayan is the President and a director of Olayan America Corporation and President of Competrol Real Estate Limited, firms engaged in advisory services and private real estate investments. Her business address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms. Olayan is a citizen of Saudi Arabia. Richard F. Syron: Director, Thermo Electron Mr. Syron has served as the Chairman and Chief Executive Officer of the American Stock Exchange since 1994. Mr. Syron was President and Chief Executive Officer of the Federal Reserve Bank of Boston from 1989 to 1994. His business address is 86 Trinity Place, New York, New York 10006. Roger D. Wellington: Director, Thermo Electron Mr. Wellington is the President and Chief Executive Officer of Wellington Consultants, Inc. and of Wellington Associates, Inc., international business consulting firms. George N. Hatsopoulos: Director, Chairman of the Board and Chief Executive Officer, Thermo Electron John N. Hatsopoulos: Director and Vice Chairman of the Board, Thermo Electron Peter G. Pantazelos: Executive Vice President, Corporate Development, Thermo Electron Arvin H. Smith: President, Thermo Electron Earl R. Lewis: Chief Operating Officer, Instrumentation, Thermo Electron William A. Rainville: Chief Operating Officer, Recycling and Recovery Systems, Thermo Electron John W. Wood Jr.: Senior Vice President, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer, Thermo Electron Brian D. Holt: Chief Operating Officer, Environmental and Energy, Thermo Electron John T. Keiser: Chief Operating Officer, Biomedical and New Technologies, Thermo Electron Theo Melas-Kyriazi: Vice President and Chief Financial Officer, Thermo Electron Mr. Melas-Kyriazi is a citizen of Greece. -----END PRIVACY-ENHANCED MESSAGE-----