UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THERMO ELECTRON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-2209186
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(State of incorporation or organization) (IRS Employer
Identification No.)
81 Wyman Street Waltham, MA 02454
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
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(Title of Each Class)
New York Stock Exchange
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(Name of Exchange on Which Each Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act: None
Thermo Electron Corporation, a Delaware corporation ("Thermo"), supplements
and amends its Registration Statement on Form 8-A (File No. 001-08002), dated
September 16, 2005 (the "Registration Statement"), as follows:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 7, 2006, Thermo Electron Corporation ("Thermo") entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 7, 2006,
among Thermo, Trumpet Merger Corporation, a Delaware corporation and a wholly
owned subsidiary of Thermo, and Fisher Scientific International Inc., a Delaware
Corporation ("Fisher").
In connection with entering into the Merger Agreement, Thermo has
entered into an amendment (the "Rights Agreement Amendment") to its Rights
Agreement, dated as of September 15, 2005, between Thermo and the American Stock
Transfer & Trust Company. The Rights Agreement Amendment is filed as Exhibit 1.1
hereto and is incorporated herein by reference.
ITEM 2. EXHIBITS.
1.1 Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006,
between Thermo Electron Corporation and American Stock Transfer & Trust
Company, as rights agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: May 12, 2006
THERMO ELECTRON CORPORATION
By: /s/ Seth H. Hoogasian
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Name: Seth H. Hoogasian
Title: Vice President
EXHIBIT LIST
EXHIBIT
NO. DESCRIPTION
1.1 Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006,
between Thermo Electron Corporation and American Stock Transfer & Trust
Company, as rights agent.