-----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, TA0k8Q/jWnwe8GWI0nhKR5eaBn8mzl9YKnTxySVAof/UFg/2BX1MmZSrANCiLntB SaM7PYKesVDJR/793t3I/g== 0000898822-06-000541.txt : 20060512 0000898822-06-000541.hdr.sgml : 20060512 20060512141033 ACCESSION NUMBER: 0000898822-06-000541 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060512 DATE AS OF CHANGE: 20060512 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08002 FILM NUMBER: 06833883 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-A12B/A 1 form8aa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THERMO ELECTRON CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-2209186 - -------------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 81 Wyman Street Waltham, MA 02454 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. [X] box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Preferred Stock Purchase Rights - -------------------------------------------------------------------------------- (Title of Each Class) New York Stock Exchange - -------------------------------------------------------------------------------- (Name of Exchange on Which Each Class is to be Registered) Securities to be registered pursuant to Section 12(g) of the Act: None Thermo Electron Corporation, a Delaware corporation ("Thermo"), supplements and amends its Registration Statement on Form 8-A (File No. 001-08002), dated September 16, 2005 (the "Registration Statement"), as follows: ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. On May 7, 2006, Thermo Electron Corporation ("Thermo") entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 7, 2006, among Thermo, Trumpet Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Thermo, and Fisher Scientific International Inc., a Delaware Corporation ("Fisher"). In connection with entering into the Merger Agreement, Thermo has entered into an amendment (the "Rights Agreement Amendment") to its Rights Agreement, dated as of September 15, 2005, between Thermo and the American Stock Transfer & Trust Company. The Rights Agreement Amendment is filed as Exhibit 1.1 hereto and is incorporated herein by reference. ITEM 2. EXHIBITS. 1.1 Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006, between Thermo Electron Corporation and American Stock Transfer & Trust Company, as rights agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 12, 2006 THERMO ELECTRON CORPORATION By: /s/ Seth H. Hoogasian ----------------------------------------- Name: Seth H. Hoogasian Title: Vice President EXHIBIT LIST EXHIBIT NO. DESCRIPTION 1.1 Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006, between Thermo Electron Corporation and American Stock Transfer & Trust Company, as rights agent. EX-1 2 amendra.txt EXHIBIT 1.1 EXHIBIT 1.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT (the "Amendment"), dated as of May 7, 2006, to the Rights Agreement, dated as of September 15, 2005 (the "RIGHTS AGREEMENT"), between Thermo Electron Corporation, a Delaware corporation (the "COMPANY"), and American Stock Transfer & Trust Company, as Rights Agent (the "RIGHTS AGENT"). RECITALS WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement. WHEREAS, Trumpet Merger Corporation ("MERGER SUB"), a Delaware corporation and wholly owned subsidiary of the Company, Fisher Scientific International Inc., a Delaware corporation ("FISHER"), and the Company contemplate entering into an Agreement and Plan of Merger (the "PLAN") pursuant to which Merger Sub will merge with and into Fisher (the "MERGER"). The Board of Directors of the Company has approved the Plan. WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to a Distribution Date (as defined in the Rights Agreement) the Company may, and the Rights Agent shall if the Company so directs, from time to time supplement and amend the Rights Agreement. WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing. WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent. Accordingly, the parties agree as follows: A. AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is hereby amended and supplemented to add the following definitions in the appropriate locations: (sa) "Fisher" means Fisher Scientific International Inc., a Delaware corporation. (va) "Merger" shall mean the "Merger" as such term is defined in the Plan. (xa) "Plan" shall mean the Agreement and Plan of Merger, dated as of May 7, 2006, by and between the Company, Merger Sub and Fisher, as it may be amended from time to time. B. AMENDMENT OF THE DEFINITION OF "ACQUIRING PERSON". The definition of "Acquiring Person" in Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, Fisher or any of its Affiliates or Associates shall not be deemed to be an Acquiring Person solely by virtue of (i) the execution of the Plan, (ii) the consummation of the Merger or (iii) the consummation of any other transaction contemplated in the Plan, including without limitation the consummation thereof." C. AMENDMENT OF THE DEFINITION OF "DISTRIBUTION DATE". The definition of "Distribution Date" in Section 1(n) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the execution of the Plan, (ii) the consummation of the Merger, or (iii) the consummation of any other transaction contemplated in the Plan, including without limitation the consummation thereof." D. AMENDMENT OF THE DEFINITION OF "STOCK ACQUISITION DATE". The definition of "Stock Acquisition Date" in Section 1(11) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of (i) the execution of the Plan, (ii) the consummation of the Merger, or (iii) the consummation of any other transaction contemplated in the Plan, including without limitation the consummation thereof." E. AMENDMENT OF SECTION 3. Section 3 of the Rights Agreement is hereby amended and supplemented to add the following sentence at the end thereof as Section 3(d): "Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Rights Agreement by virtue of the execution of the Plan or by virtue of any of the transactions contemplated by the Plan, including without limitation the consummation thereof." -2- F. EFFECTIVENESS. This Amendment shall become effective as of the date of the Plan. If the Plan is terminated without the Effective Time (as defined in the Plan) having occurred, this Amendment shall be null and void. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. G. MISCELLANEOUS. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated. Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement. The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment. -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written. Attest: THERMO ELECTRON CORPORATION By: /s/ Sharon J. Schlesinger By: /s/ Seth H. Hoogasian - ----------------------------------- -------------------------------- Name: Sharon J. Schlesinger Name: Seth H. Hoogasian Title: Associate General Counsel Title: Vice President Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Susan E. Mazza By: /s/ Paula Caroppoli - ------------------------- -------------------------------- Name: Susan E. Mazza Name: Paula Caroppoli Title: Administrative Assistant Title: Vice President -4- -----END PRIVACY-ENHANCED MESSAGE-----