SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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): August 6, 2001
Thermo Electron Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8002 04-2209186
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
81 Wyman Street
Waltham, Massachusetts 02454-9046
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 9, 2001, the Board of Directors of Thermo Electron Corporation (the
"Company") approved a distribution (the "Distribution") to the holders of record
of the Company's common stock on July 30, 2001 (the "Record Holders") of all of
the shares of common stock of Kadant Inc. ("Kadant ") held by the Company. The
Distribution is scheduled to occur on August 8, 2001 (the "Distribution Date").
The Company has filed herewith (1) a definitive information statement providing
details of the Distribution and information about Kadant and (2) a form of
letter to shareholders of the Company regarding the same. The Company expects
that its distribution agent, American Stock Transfer & Trust Company, will
distribute to the Record Holders on the Distribution Date the definitive
information statement, the letter to shareholders and certificates representing
the shares of Kadant common stock to be distributed in the Distribution.
Kadant's definitive information statement dated August 6, 2001 is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The form of letter to shareholders of the Company is filed as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated herein by reference.
Also filed herewith in connection with the Distribution are a Plan and
Agreement of Distribution dated August 3, 2001 between the Company and Kadant
Inc., a Tax Matters Agreement effective as of August 8, 2001 by and among the
Company and Kadant Inc., and a Transition Services Agreement dated August 3,
2001 between the Company and Kadant Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
Exhibit No. Description
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23 Consent of Independent Public Accountants
99.1 Definitive Information Statement of Kadant Inc.
dated August 6, 2001
99.2 Form of Letter to Shareholders of Thermo Electron
Corporation
99.3 Plan and Agreement of Distribution dated
August 3, 2001 between Thermo Electron Corporation
and Kadant Inc.
99.4 Tax Matters Agreement effective as of August 8, 2001
by and among Thermo Electron Corporation and Kadant
Inc.
-2-
99.5 Transition Services Agreement dated August 3, 2001 between
Thermo Electron Corporation and Kadant Inc.
-3-
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, thereunto duly authorized, on this 6th day of August, 2001.
THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
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Kenneth J. Apicerno
Treasurer
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Exhibit Index
Exhibit No. Description
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23 Consent of Independent Public Accountants
99.1 Definitive Information Statement of Kadant Inc.
dated August 6, 2001
99.2 Form of Letter to Shareholders of Thermo Electron
Corporation
99.3 Plan and Agreement of Distribution dated
August 3, 2001 between Thermo Electron Corporation
and Kadant Inc.
99.4 Tax Matters Agreement effective as of August 8, 2001
by and among Thermo Electron Corporation and Kadant
Inc.
99.5 Transition Services Agreement dated August 3, 2001
between Thermo Electron Corporation and Kadant Inc.
1