SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
______________________ FLIR Systems, Inc. __________________
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
302445 10 1
-------------------------------
(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)
September 23, 2002
-------------------------------------------------------------------------------
(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 .
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
-------------------------------------------------------------------------------
-------- ----------------------------------------------------------------------
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1. Thermo Electron Corporation
IRS No. 04-2209186
-------- ----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GOUP*
(a)
(b)
-------- ---------------------------------------------------------------------
3. SEC USE ONLY
-------- ----------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
-------- ----------------------------------------------------------------------
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
702,875
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
--------------------------- ------- -------------------------------------------
8. SHARED VOTING POWER
0
--------------------------- ------- -------------------------------------------
SOLE DISPOSITIVE POWER
9. 702,875
--------------------------- ------- -------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-------- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702,875
-------- ----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
-------- ----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
-------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 FLIR Systems, Inc. (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 reflect changes in the
information previously reported under Items 4 and 5 of this Schedule 13D.
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.
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 Schedule 13D 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
The last two paragraphs of Item 4 are hereby amended and restated in their
entirety as follows:
Since July 2001, the Reporting Person has from time to time sold Shares in
the open market as part of its overall corporate reorganization announced in
January 2000, whereby the Reporting Person has divested of noncore businesses
and assets. The Reporting Person expects to continue selling Shares 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, the market price and trading volume of the Shares, the Reporting
Person's cash requirements, tax and accounting considerations, other
opportunities available to the Reporting Person and general market and economic
conditions.
Except as set forth in this Item 4, 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.
Item 5 is hereby amended and restated in its entirety as follows:
(a) The Shares beneficially owned by the Reporting Person consist of
702,875 Shares, or approximately 4.2% of the outstanding Shares. To the
knowledge of the Reporting Person, the executive officers and directors of the
Reporting Person beneficially own no Shares within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended.
(b) The Reporting Person has the sole power to vote and dispose of the
Shares beneficially owned by it.
(c) Except as described below in this Item 5 and in Item 6 of this Schedule
13D, neither the Reporting Person nor, to the knowledge of the Reporting Person,
any person named in Appendix A beneficially has effected any transactions in
Common Stock during the past 60 days.
The Reporting Person has effected the following open market sales with
respect to the Shares in the past 60 days:
------- --------------- -----------------------
Date Amount Price per Share
------- --------------- -----------------------
07/25/02 13,000 $42.88
------- --------------- -----------------------
07/26/02 37,000 $42.77
------- --------------- -----------------------
07/29/02 5,000 $42.75
------- --------------- -----------------------
07/30/02 12,500 $42.75
------- --------------- -----------------------
08/27/02 9,000 $41.53
------- --------------- -----------------------
09/17/02 26,000 $39.00
------- --------------- -----------------------
09/23/02 41,800 $38.08
------- --------------- -----------------------
09/25/02 100,000 $39.88
------- --------------- -----------------------
09/26/02 1,000 $40.58
------- --------------- -----------------------
In addition to the foregoing, on August 15, 2002, the Reporting Person made
a charitable contribution of 8,125 shares of Common Stock.
(d) None.
(e) 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: October 16, 2002 THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
-----------------------------
Name: Theo Melas-Kyriazi
Title: 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.
Peter O. Crisp: Director, Thermo Electron
Mr. Crisp is the Vice Chairman of Rockefeller Financial Services, Inc.
John L. LaMattina Director, Thermo Electron
Dr. LaMattina is the Executive Vice President of Pfizer Global Research and
Development. His business address is Pfizer, Inc. 50 Pequot Avenue, New London,
Connecticut 06230
Jim P. Manzi: Director, Thermo Electron
Mr. Manzi is Chairman of Stonegate Capital, a firm involved in personal
investments.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is the Chairman 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 the Chairman and Chief Executive Officer of The Sagamore
Group, a firm specializing in change management situations with a focus on the
service sector.
Michael E. Porter: Director, Thermo Electron
Dr. Porter is the Bishop William Lawrence University Professor at the
Harvard Business School, and a leading authority on competitive strategy and
international competitiveness. His business address is Harvard Business School,
Soldiers Field Road, Boston, Massachusetts 02163.
Elaine S. Ullian: Director, Thermo Electron
Ms. Ullian is President and Chief Executive Officer of Boston Medical
Center, a 550-bed academic medical center affiliated with Boston University. Her
business address is Boston Medical Center, Talbot 1, One Boston Medical Center
Place, Boston, Massachusetts 02118.
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
Marc N. Casper: Vice President, Thermo Electron; President, Life and
Laboratory 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