-----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, LF5Em09B3JB2UHZr5fTffY9eNT1nVo0kTRz8vv2cDA/UkXW7flKyGUmK6X0KEmfC 8b8IxtB1nt2XirjMQ5Bd6g== 0001013547-99-000011.txt : 19991104 0001013547-99-000011.hdr.sgml : 19991104 ACCESSION NUMBER: 0001013547-99-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO BIOANALYSIS CORP /DE CENTRAL INDEX KEY: 0001013547 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 850429899 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51367 FILM NUMBER: 99739923 BUSINESS ADDRESS: STREET 1: 504 AIRPORT ROAD CITY: SANTA FE STATE: NM ZIP: 87504-2108 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 81 WWYMAN STREET STREET 2: P.O. BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02154 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: 0102 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. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Thermo BioAnalysis Corporation (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 88355H 10 8 (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) October 26, 1999 - ------------------------------------------------------------------------------ (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 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* OO; 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 18,202,886 REPORTING PERSON WITH - ------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 18,202,886 - ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,202,886 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 88.2% - ------------------------------------------------------------------------------- 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 Thermo BioAnalysis 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 report a conversion by the Reporting Person of a 4.875% Convertible Subordinated Note of the Issuer, owned by Thermo Instrument Systems Inc. ("THI"), a majority-owned subsidiary of the Reporting Person. The Reporting Person holds the Shares of the Issuer that it owns through one or more controlled subsidiaries. As of the date of this Amendment, 13,892,582 Shares were held by THI. The Reporting Person develops, manufactures and markets monitoring, analytical and biomedical instrumentation; 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 obtained the 3,030,303 Shares that are the subject of this Amendment by converting its 4.875% Convertible Subordinated Note of the Issuer, as described in Item 5 below. From time to time, the Reporting Person purchases Shares of the Issuer on the open market. The funds for such purchases are 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 4,299,104 Shares, or approximately 24.4% of the outstanding Shares, owned directly by the Reporting Person, and 13,892,582 Shares, or approximately 67.3% of the outstanding Shares, owned by THI. To the knowledge of the Reporting Person, the executive officers and directors of the Reporting Person beneficially own an aggregate of 217,670 Shares or approximately 1.2% 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 135,500 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 0 Samuel W. Bodman 0 Peter O. Crisp 1,000 Elias P. Gyftopoulos 16,170 George N. Hatsopoulos 37,300 John N. Hatsopoulos 52,200 Brian D. Holt 2,000 Frank Jungers 3,500 John T. Keiser 0 Paul F. Kelleher 3,000 Earl R. Lewis 72,500 Robert A. McCabe 3,000 Theo Melas-Kyriazi 19,000 Hutham S. Olayan 1,000 Robert W. O'Leary 0 William A. Rainville 6,000 Richard F. Syron 0 Roger D. Wellington 1,000 All directors and current executive 217,670 officers as a group (18 persons) (1) Shares reported as beneficially owned by Mr. Crisp, Dr. Gyftopoulos, Dr. G. Hatsopoulos, Mr. J. Hatsopoulos, Mr. Holt, Mr. Jungers, Mr. Kelleher, Mr. Lewis, Mr. McCabe, Mr. Melas-Kyriazi, Ms. Olayan, Mr. Rainville, Mr. Wellington and all directors and executive officers as a group include 1,000, 15,000, 17,300, 17,200, 2,000, 1,500, 3,000, 50,000, 1,500, 19,000, 1,000, 6,000, 1,000 and 135,500 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: Shares beneficially owned by Mr. Lewis include 1,000 Shares held by his spouse. (c) On October 26, 1999, the Reporting Person converted its $50,000,000 principal amount 4.875% Convertible Subordinated Note (the "Note") issued by the Issuer. The Note was convertible into the Issuer's Common Stock at $16.50 per Share, and thus the Reporting Person was issued an aggregate of 3,030,303 Shares upon conversion of the entire principal amount of the Note. The Reporting Person has effected no other transactions with respect to the Shares during the past 60 days. 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, except as follows: On September 3, 1999, Dr. Albertine exercised an option to purchase 1,000 Shares at an exercise price of $10.00 per Share, and sold 1,000 Shares in an open market transaction for $18.00 per Share. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The first and second paragraphs of Item 6 are hereby replaced with the following paragraph: Of the 18,202,886 Shares beneficially owned by the Reporting Person, 80,300 Shares are subject to options to acquire such Shares granted by the Reporting Person pursuant to its director and employee stock option plans. The executive officers and directors of the Reporting Person have the right, pursuant to such options, to acquire 15,500 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. Gyftopoulos has the right to acquire 15,000 Shares within 60 days; Dr. G. Hatsopoulos has the right to acquire 15,000 Shares within 60 days; Mr. J. Hatsopoulos has the right to acquire 15,000 Shares within 60 days; Mr. Kelleher has the right to acquire 3,000 Shares within 60 days; and Mr. Melas-Kyriazi has the right to acquire 15,000 Shares within 60 days. 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: November 3, 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. Samuel W. Bodman: Director, Thermo Electron Mr. Bodman is Chairman and Chief Executive Officer of Cabot Corporation, a manufacturer of specialty chemicals and materials. His business address is Cabot Corporation, 75 State Street, Boston, Massachusetts 02109. Peter O. Crisp: Director, Thermo Electron Mr. Crisp was, until August 1997, a General Partner of Venrock Associates, a venture capital investment firm. He has been the vice chairman of Rockefeller Financial Services, Inc. since December 1997. 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 Chairman of Pilot Capital Corporation, a firm which is engaged in private investments. His business address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022. Robert W. O'Leary: Director, Thermo Electron Mr. O'Leary is the President and Chairman 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, a firm engaged in private investments, including real estate, and advisory services. Her business address is Suite 1100, 505 Park Avenue, New York, New York 10022. Ms. Olayan is a citizen of Saudi Arabia. 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. Richard F. Syron: President, Chief Executive Officer and Director, Thermo Electron George N. Hatsopoulos: Director and Chairman of the Board, Thermo Electron John N. Hatsopoulos: Director and Vice Chairman of the Board, Thermo Electron Theo Melas-Kyriazi: Vice President and Chief Financial Officer, Thermo Electron Mr. Melas-Kyriazi is a citizen of Greece. Earl R. Lewis: Chief Operating Officer, Measurement and Detection, Thermo Electron William A. Rainville: Chief Operating Officer, Recycling and Resource Recovery, Thermo Electron Paul F. Kelleher: Senior Vice President, Finance & Administration and Chief Accounting Officer, Thermo Electron Brian D. Holt: Chief Operating Officer, Energy and Environment, Thermo Electron John T. Keiser: Chief Operating Officer, Biomedical and Emerging Technologies, Thermo Electron -----END PRIVACY-ENHANCED MESSAGE-----