UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Spectra-Physics Lasers, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
847568 10 2
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(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
(781) 622-1000
Thermo Electron Corporation
81 Wyman Street
Waltham, MA 02454-9046
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 21, 2001
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(Date of Event which Requires Filing of this Statement)
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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
[ ].
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thermo Electron Corporation
IRS No. 04-2209186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 13,000,000
REPORTING PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
13,000,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
13,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
78.1%
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14 TYPE OF REPORTING PERSON *
CO
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Thermo Electron Corporation hereby amends its statement on Schedule 13D
relating to the shares (the "Shares") of common stock, par value $0.01 per
share, of Spectra-Physics Lasers, Inc. (the "Issuer"), as set forth below.
Item 2. Identity and Background
Item 2 is hereby amended and restated to read as follows:
This Amendment is being filed by Thermo Electron Corporation (the
"Reporting Person"), pursuant to Rule 13d-2, to reflect the change of
information previously reported under Items 4, 5 and 7 of the initial Schedule
13D. The Reporting Person holds the Shares of the Issuer that are the subject of
this Amendment through one or more wholly-owned subsidiaries. As of the date of
this Amendment, 13,000,000 Shares were held by Spectra-Physics AB, which is a
wholly-owned subsidiary of the Reporting Person.
The Reporting Person develops, manufactures and markets technology-based
instruments, components and systems serving multiple markets, including, without
limitation, life sciences, telecommunications and food, drug and beverage
production. The Reporting Person also develops, manufactures and markets
diagnostic and monitoring products serving the healthcare industry as well as
systems, equipment and accessories for the paper-making and paper recycling
industries.
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 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
On February 22, 1999, Thermo Instrument Systems Inc. ("Thermo
Instrument"), a subsidiary of the Reporting Person, concluded a tender offer for
all of the outstanding shares of Spectra-Physics AB, a publicly traded company
with its shares listed on the Stockholm Stock Exchange and the parent company of
the Issuer. As of such date, Thermo Instrument had purchased and received
acceptances for approximately 17.3 million, or approximately 98 percent, of all
of the outstanding Spectra-Physics AB shares. Subsequent to February 22, 1999,
Thermo Instrument acquired the remaining outstanding shares under the compulsory
acquisition rules applicable to Swedish companies.
As a consequence of Thermo Instrument's acquisition of the outstanding
shares of Spectra-Physics AB, the Reporting Person has become the ultimate
beneficial owner of all of the Shares of the Issuer owned by Spectra-Physics AB.
The Reporting Person has no present plans or proposals which relate to or
would result in any extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of assets
involving the Issuer, or any material changes in the Issuer's capitalization,
dividend policy, corporate structure, business or the composition of its board
of directors, although the Reporting Person does not rule out the possibility of
effecting or seeking to effect such actions in the future. The Reporting Person
intends to continue to cause a majority of the members of the Issuer's board of
directors to consist of the Reporting Person's designees. The Reporting Person
also may, from time to time, loan money to the Issuer in such a manner and in
such amounts as it and the Issuer determine to be appropriate.
The Reporting Person has no present plans or proposals to make purchases
or sales of Shares or other securities of the Issuer, although the Reporting
Person does not rule out the possibility of effecting or seeking to effect such
actions in the future in such manner and in such amounts as it determines to be
appropriate.
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. 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.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) The Shares beneficially owned by the Reporting Person consist of
13,000,000 Shares, or approximately 78.1% of the outstanding Shares, owned by
Spectra-Physics AB. To the knowledge of the Reporting Person, the executive
officers and directors of the Reporting Person beneficially own no Shares.
(b) The Reporting Person has the sole power to vote and dispose of the
Shares beneficially owned by it.
(c) As described in Item 4, the Reporting Person has purchased all of the
outstanding shares of Spectra-Physics AB, which purchases resulted in the
Reporting Person becoming the ultimate beneficial owner of 80.4% of the Issuer's
Shares owned by Spectra-Physics AB. Subsequently, the Issuer has issued
additional Shares, which has diluted the Reporting Person's beneficial ownership
to 78.1%. The Reporting Person has effected no transactions in the Shares during
the past 60 days and, to the knowledge of the Reporting Person, the executive
officers and directors of the Reporting Person have effected no transactions in
the Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety as follows:
Not applicable.
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: February 21, 2001
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer and Vice President
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.
Samuel W. Bodman, III: Director, Thermo Electron
Dr. Bodman is the Chairman of the Board and Chief Executive Officer of
Cabot Corporation, a manufacturer of specialty chemicals and materials. His
business address is Two Seaport Lane, Suite 1300, Boston, Massachusetts
02210-2019.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp was, until September 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
24-111, 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, PMB 242, Portland, Oregon 97229.
Jim P. Manzi: Director, Thermo Electron
Mr. Manzi is a private entrepreneur involved in a number of technology
start-up ventures primarily related to the Internet.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is the 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.
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is a consultant on healthcare matters and, until October 2000,
was the President and Chief Executive Officer of PacifiCare Health Systems,
Inc., a managed health service corporation.
Hutham S. Olayan: Director, Thermo Electron
Ms. Olayan is the President and a director of Olayan America Corporation
and the President of Competrol Real Estate Limited, firms engagement in advisory
services and private real estate investments. Her business address is Suite
1100, 505 Park Avenue, New York, New York 10022.
Richard F. Syron: Director, Chairman of the Board
and Chief Executive Officer,
Thermo Electron
Marijn E. Dekkers: Director, President and Chief
Operating Officer, Thermo Electron
Mr. Dekkers is a citizen of The Netherlands.
Guy Broadbent: Vice President, Thermo Electron;
President, Optical Technologies
Mr. Broadbent is a citizen of the United Kingdom.
Barry S. Howe: Vice President, Thermo Electron;
President, Measurement and Control
Colin Maddix: Vice President, Thermo Electron;
President, Life Sciences
Seth H. Hoogasian: Vice President and General
Counsel, Thermo Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
Peter E. Hornstra: Corporate Controller and Chief
Accounting Officer, Thermo Electron