As filed with the Securities and Exchange Commission on May 31, 2001.
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)
2001 EQUITY INCENTIVE PLAN
2000 EMPLOYEES EQUITY INCENTIVE PLAN
(Full Titles of the Plans)
Sandra L. Lambert, Secretary
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)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Amount Proposed Maximum Aggregate Amount
Title of securities to be Offering Price Offering of Registration
to be registered registered Per Share Price Fee
------------------- ---------- --------------- --------- --------------
5,960,000
Common Stock, $1.00 par shares $168,727,600(2) $28.31 (2) $42,182
value per share (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:
2001 Equity Incentive Plan: 5,000,000 shares
2000 Employees Equity Incentive Plan: 960,000 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 5,960,000 shares
and (2) the average of the high and low sales prices, $28.97 and $27.65,
respectively, of Thermo Electron's common stock on the New York Stock Exchange
on May 30, 2001 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) 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.
(e) 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., Deputy General Counsel of Thermo Electron. Mr. Piccione
is a full-time employee of Thermo Electron and owns or has the right to acquire
57,933 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 31st
day of May, 2001.
THERMO ELECTRON CORPORATION
By: /s/ Richard F. Syron
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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, Seth H.
Hoogasian and Sandra L. Lambert, 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
Chief Executive Officer and
Director (Principal
/s/ Richard F. Syron Executive Officer) May 31, 2001
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Richard F. Syron
/s/ Marijn E. Dekkers President, Chief Operating
---------------------------------- Officer and Director May 31, 2001
Marijn E. Dekkers
Vice President and Chief
Financial Officer (Principal
/s/ Theo Melas-Kyriazi Financial Officer) May 31, 2001
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Theo Melas-Kyriazi
Corporate Controller and
Chief Accounting
/s/ Peter E. Hornstra Officer (Principal
---------------------------------- Accounting Officer) May 31, 2001
Peter E. Hornstra
/s/ Samuel W. Bodman Director May 31, 2001
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Samuel W. Bodman
/s/ Peter O. Crisp Director May 31, 2001
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Peter O. Crisp
/s/ Frank Jungers Director May 31, 2001
----------------------------------
Frank Jungers
/s/ Jim P. Manzi Director May 31, 2001
----------------------------------
Jim P. Manzi
/s/ Robert A. McCabe Director May 31, 2001
----------------------------------
Robert A. McCabe
/s/ Hutham S. Olayan Director May 31, 2001
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Hutham S. Olayan
/s/ Robert W. O'Leary Director May 31, 2001
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Robert W. O'Leary
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of John A. Piccione, Esq. regarding
legality.
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
May 31, 2001
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046
Re: Registration Statement on Form S-8 Relating
to 5,960,000 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 5,960,000 shares of Thermo Electron's Common
Stock, $1.00 par value per share (the "Shares") subject to the stock plans or
agreements listed on Schedule 1 hereto (collectively, the "Plans").
I or a member of the Company's Legal Department 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 the Company's Legal Department 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
2001 EQUITY INCENTIVE PLAN
2000 EMPLOYEES EQUITY 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.
Arthur Andersen LLP
Boston, Massachusetts
May 25, 2001