As filed with the Securities and Exchange
Commission on February 27, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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THERMO ELECTRON CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 04-2209186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
81 Wyman Street
Waltham, Massachusetts 02454-9046
(Address of Principal Executive Offices) (Zip Code)
1997 Spectra-Physics Lasers, Inc. Stock Option Plan
2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan
(Full Titles of the Plans)
Seth H. Hoogasian, Secretary and General Counsel
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
(Name and Address of Agent for Service)
(781) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed Maximum
Title of securities Amount Offering Price Aggregate Offering Amount of
to be registered to be registered Per Share Price Registration Fee
---------------- ---------------- --------- ----- ----------------
Common Stock, $1.00 par 2,241,444 $19.46 (2) $43,618,500 (2) $4,012.90
value per share shares (1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of Thermo
Electron's common stock as may be issuable in connection with adjustments under
the employee benefit plans described herein to reflect certain changes in Thermo
Electron's capital structure, including stock dividends or stock splits.
(1) The shares registered hereunder are divided among the various plans set
forth below:
1997 Spectra-Physics Lasers, Inc. Stock Option Plan: 322,468 shares
2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan: 1,918,976 shares
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act of
1933. The calculation of the proposed maximum aggregate offering price has
been based upon (1) the registration hereunder of an aggregate of 2,241,444
shares and (2) the average of the high and low sales prices, $19.33 and
$19.59, respectively, of Thermo Electron's common stock on the New York
Stock Exchange on February 26, 2002 as reported in the consolidated
transaction reporting system.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the respective participants in the plans registered hereunder pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Thermo Electron is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission. The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) Thermo Electron's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000.
(b) Thermo Electron's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001.
(c) Thermo Electron's Current Report on Form 8-K filed with the Commission on
May 15, 2001.
(d) Thermo Electron's Current Report on Form 8-K filed with the Commission on
July 12, 2001.
(e) Thermo Electron's Current Report on Form 8-K filed with the Commission on
August 6, 2001.
(f) Thermo Electron's Current Report on Form 8-K filed with the Commission on
August 6, 2001.
(g) Thermo Electron's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001.
(h) Thermo Electron's Current Report on Form 8-K filed with the Commission on
August 9, 2001.
(i) Thermo Electron's Current Report on Form 8-K filed with the Commission on
October 12, 2001.
(j) Thermo Electron's Current Report on Form 8-K filed with Commission on
November 2, 2001.
(k) Thermo Electron's Current Report on Form 8-K filed with Commission on
November 2, 2001.
(l) Thermo Electron's Quarterly Report on Form 10-Q for the quarter ended
September 29, 2001.
(m) Thermo Electron's Current Report on Form 8-K filed with the Commission on
November 16, 2001.
(n) The description of the common stock which is contained in Thermo Electron's
Registration Statement on Form 8-A filed under the Exchange Act, as such
description may be amended from time to time.
(o) The description of Thermo Electron's Preferred Stock Purchase Rights which
is contained in Thermo Electron's Registration Statement on Form 8-A filed
under the Exchange Act, as such description may be amended from time to
time.
All reports or proxy statements filed by Thermo Electron pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered herein have been sold, or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby has been passed upon by
John A. Piccione, Esq., General Counsel of Thermo Electron. Mr. Piccione is a
full-time employee of Thermo Electron and owns or has the right to acquire
65,956 shares of common stock.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and Thermo Electron's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to Thermo
Electron and to its stockholders and provide for indemnification of Thermo
Electron's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of Thermo Electron and, with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Thermo Electron also has
indemnification agreements with its directors and officers that provide for the
maximum indemnification allowed by law.
Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries against certain liabilities
which might be incurred in connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Thermo Electron pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Thermo Electron's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Thermo Electron pursuant to the foregoing provisions, or otherwise, Thermo
Electron has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Thermo Electron of expenses
incurred or paid by a director, officer or controlling person of Thermo Electron
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Thermo Electron will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Thermo Electron
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 27th
day of February, 2002.
THERMO ELECTRON CORPORATION
By: /s/ Richard F. Syron
--------------------------
Richard F. Syron
Its: Chief Executive Officer and Director
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Electron
Corporation hereby appoints Theo Melas-Kyriazi, Kenneth J. Apicerno and Seth H.
Hoogasian, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Richard F. Syron
---------------------------- Chief Executive Officer and Director February 27, 2002
Richard F. Syron (Principal Executive Officer)
/s/ Marijn E. Dekkers
---------------------------- President, Chief Operating Officer and February 27, 2002
Marijn E. Dekkers Director
/s/ Theo Melas-Kyriazi
---------------------------- Vice President and Chief Financial February 27, 2002
Theo Melas-Kyriazi Officer (Principal Financial Officer)
/s/ Peter E. Hornstra
---------------------------- Corporate Controller and Chief February 27, 2002
Peter E. Hornstra Accounting Officer (Principal
Accounting Officer)
/s/ Peter O. Crisp
---------------------------- Director February 27, 2002
Peter O. Crisp
/s/ Frank Jungers
--------------------------- Director February 27, 2002
Frank Jungers
---------------------------- Director February __, 2002
John L. LaMattina
/s/ Jim P. Manzi
---------------------------- Director February 27, 2002
Jim P. Manzi
---------------------------- Director February ___, 2002
Robert A. McCabe
/s/ Hutham S. Olayan
---------------------------- Director February 27, 2002
Hutham S. Olayan
/s/ Robert W. O'Leary
---------------------------- Director February 27, 2002
Robert W. O'Leary
/s/ Michael E. Porter
---------------------------- Director February 27, 2002
Michael E. Porter
/s/ Elaine S. Ullian
---------------------------- Director February 27, 2002
Elaine S. Ullian
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of John A. Piccione, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of John A. Piccione, Esq.
(contained in his opinion filed as Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
EXHIBIT 5
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
February 27, 2002
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
Re: Registration Statement on Form S-8 Relating to 2,241,444 Shares of the
Common Stock, $1.00 par value, of Thermo Electron Corporation
Dear Sirs:
I am Deputy General Counsel to Thermo Electron Corporation, a Delaware
corporation (the "Company"), and have acted as counsel in connection with the
registration under the Securities Act of 1933, as amended, on Form S-8 (the
"Registration Statement"), of 2,241,444 shares of Thermo Electron's Common
Stock, $1.00 par value per share (the "Shares") subject to the stock plans
listed on Schedule 1 hereto (collectively, the "Plans").
I or a member of my legal staff have reviewed the corporate proceedings
taken by Thermo Electron with respect to the authorization of the issuance of
the Shares. I or a member of my legal staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of Thermo
Electron and have made all investigations of law and have discussed with Thermo
Electron's representatives all questions of fact that I have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion that:
1. Thermo Electron is a corporation validly existing and in corporate good
standing under the laws of the State of Delaware.
2. The issuance and sale of the Shares as contemplated in the Registration
Statement have been duly authorized by Thermo Electron.
3. The Shares, when issued and sold in accordance with the provisions of
the respective Plans, will be validly issued, fully paid and nonassessable.
This opinion is limited to the applicable provisions of the Delaware
Constitution, the General Corporation Law of the State of Delaware ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ John A. Piccione
----------------------
John A. Piccione
Deputy General Counsel
SCHEDULE 1
1997 Spectra-Physics Lasers, Inc. Stock Option Plan
2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
February 15, 2001, included in Thermo Electron Corporation's Annual Report on
Form 10-K for the year ended December 30, 2000, and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
------------------------------
Arthur Andersen LLP
Boston, Massachusetts
February 22, 2002