PROSPECTUS
THERMO ELECTRON CORPORATION
276,348 SHARES OF COMMON STOCK
We are registering up to 276,348 shares of our common stock for sale by the
Selling Stockholders listed on page 8 of this prospectus. These shares are
issuable upon conversion of warrants that we assumed in our merger with our
former majority-owned subsidiary Thermo TerraTech Inc.
We will receive the exercise price for the warrants in the event that they are
exercised by the warrantholders.
Our common stock is traded on the New York Stock Exchange under the symbol
"TMO." On April 30, 2001, the closing sale price of one share of common stock
was $26.36.
Our address is Thermo Electron Corporation, 81 Wyman Street, Waltham,
Massachusetts 02454-9046, and our telephone number is (781) 622-1000.
This Investment Involves A High Degree of Risk.
You Should Purchase These Securities Only If You Can Afford A Complete Loss.
See "Risk Factors" Beginning on Page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
May 10, 2001
THERMO ELECTRON'S BUSINESS
Thermo Electron Corporation (also referred to in this document as "Thermo
Electron," "we," or "the company") is a global leader in the development,
manufacture, and sale of technology-based instrument systems, components, and
solutions used in virtually every industry to monitor, collect, and analyze data
to provide knowledge for the user. For example, our powerful analysis
technologies help biotech researchers sift through data to make the discoveries
that will fight disease or prolong life; allow telecommunication equipment
manufacturers to fabricate components required to increase the speed and quality
of communications; and monitor and control industrial processes on-line to
ensure that critical quality standards are met efficiently and safely.
In the late 1980s, we adopted a strategy of spinning out certain businesses
into separate public subsidiaries in which we kept a majority ownership. By
1997, we had spun out 22 public entities serving many diverse markets.
In 1998, we began to reorganize and simplify our structure to regain
business focus. During 1999, three of our public subsidiaries were taken private
and then a fourth in early 2000. In January 2000, we announced a major
reorganization that would allow us to focus solely on our instruments business.
As part of this plan, we took private all of our remaining public subsidiaries,
other than Spectra-Physics Lasers, Inc. (Spectra-Physics or SPLI), in which we
acquired a majority interest in 1999 and continue to own 78 percent; Thermo
Fibertek Inc. and its Thermo Fibergen Inc. subsidiary, which are discussed
below; and Thermo Cardiosystems Inc., which we sold in February 2001. In
addition, we decided to sell noncore businesses with aggregate revenues of more
than $1 billion. We also expect to issue as a dividend to our shareholders two
businesses that we plan to spin-off completely:
- one business serves the healthcare industry with a range of medical
products for diagnosis and monitoring;
- the other, Thermo Fibertek, supplies systems to the paper making and
recycling industry, as well as fiber-based consumer products.
In February 2001, the company announced that it had entered into a
definitive agreement to sell its power generation business.
Our strategy going forward is to emphasize internal growth by investing
proceeds from the sale of noncore businesses to pursue developments in the
high-growth markets that we serve, particularly life sciences and optical
technologies. We also plan to augment that growth by making complementary
acquisitions.
Thermo Electron is a Delaware corporation and was incorporated in 1956. The
company completed its initial public offering in 1967 and was listed on the New
York Stock Exchange in 1980. Its principal executive offices are located at 81
Wyman Street, Waltham, Massachusetts 02454-9046, and its telephone number is
(781) 622-1000.
RISK FACTORS
Investing in our common stock is very risky. You should be able to bear a
complete loss of your investment. This prospectus, including the documents
incorporated by reference, contains forward-looking statements that involve
risks or uncertainties. Actual events or results may differ materially from
those discussed in this prospectus and in the documents incorporated by
reference. Factors that could cause or contribute to such differences include,
but are not limited to, the factors discussed below as well as those discussed
elsewhere in this prospectus and in the documents incorporated by reference.
Thermo Electron faces a number of challenges in integrating its instrument
businesses.
Thermo Electron has historically operated its instrument businesses largely
as autonomous, unaffiliated operations. As part of its reorganization, Thermo
Electron has begun to manage these operations in a more coordinated manner. The
following factors may make it difficult to successfully integrate and
consolidate Thermo Electron's instrument operations:
-Thermo Electron's success in integrating these businesses will depend on
its ability to coordinate geographically separate organizations and integrate
personnel with different business backgrounds and corporate cultures.
-Thermo Electron's ability to combine these businesses will require
coordination of previously autonomous administrative, sales and marketing,
distribution, and accounting and finance functions and expansion and integration
of information and management systems.
-The integration process could become disruptive to Thermo Electron's
instrument businesses.
Moreover, Thermo Electron may not be able to realize all of the cost
savings and other benefits that it expects to result from the integration
process, even if the process is completed.
It may be difficult for Thermo Electron to expand because some of the
markets for its products are not growing.
Some of the markets in which Thermo Electron competes have been flat or
declining over the past several years. To address this issue, Thermo Electron is
pursuing a number of strategies to improve its internal growth, including:
- finding new markets for its products, including, most significantly, in
the areas of proteomics and photonics;
- developing new applications for its technologies;
- combining sales and marketing operations in appropriate markets to
compete more effectively;
- actively funding research and development; and
- strengthening its presence in selected geographic markets.
Thermo Electron may not be able to successfully implement these strategies,
and these strategies may not result in growth of Thermo Electron's business.
The proposed spinoffs of Thermo Fibertek and the business that serves the
healthcare industry may not result in companies with strong liquidity or
financial performance.
The completion of the spinoffs of Thermo Fibertek and the business that
serves the healthcare industry with a range of medical products for diagnostics
and monitoring is subject to final action by the board of directors of Thermo
Electron. In addition, Thermo Electron has chosen to delay the spinoffs until
the second half of 2001, as a result of the current weakness in the financial
markets, in order to maximize shareholder value.
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Thermo Electron is unable to predict the liquidity or market performance of
the shares of the businesses it plans to spin off. Although Thermo Fibertek has
publicly traded shares, the historic prices of these shares may not be
representative of the trading price of Thermo Fibertek's common stock after the
number of shares held by its stockholders other than Thermo Electron increases
as a result of the spinoff. There is currently no public trading market for the
shares of the company that conducts the business that serves the healthcare
industry. The businesses that Thermo Electron is spinning off may not have the
financial resources and management skills necessary to succeed as independent
entities.
As a result of the spin-off of Thermo Fibertek, Thermo Electron will remain
as the guarantor of indebtedness issued by Thermo Fibertek even though Thermo
Electron will no longer control Thermo Fibertek's business or operations.
Thermo Electron has guaranteed the payment of principal and interest on
$153 million principal amount of debentures issued by Thermo Fibertek Inc. These
debentures mature in July 2004. Thermo Electron will remain liable as a
guarantor for this obligation following the spinoff, although it will no longer
control the business or operations of Thermo Fibertek.
Thermo Electron has significant international operations, which entail the
risk that exchange rate fluctuations may negatively affect demand for its
products and its profitability.
International revenues account for a substantial portion of Thermo
Electron's revenues, and Thermo Electron intends to continue expanding its
presence in international markets. In 2000, Thermo Electron's international
revenues from continuing operations, including export revenues from the United
States, accounted for approximately 50% of its total revenues. International
revenues are subject to the risk that changes in exchange rates may adversely
affect product demand and the profitability in U.S. dollars of products and
services provided by Thermo Electron in foreign markets, where payment for
Thermo Electron's products and services is made in the local currency. For
example, in fiscal 2000, the unfavorable effects of currency translation
decreased revenues of Thermo Electron's continuing operations by $80.0 million.
Thermo Electron has acquired several companies and businesses; as a result
it has recorded significant goodwill on its balance sheet, which it must
continually evaluate for potential impairment.
Thermo Electron has acquired significant intangible assets, including
approximately $1.4 billion of goodwill that it has recorded on its balance sheet
as of December 30, 2000. Thermo Electron amortizes this goodwill principally
over 40 year periods. Thermo Electron assesses the future useful life of the
goodwill it has on its books whenever events or changes in circumstances
indicate that the current useful life has diminished. These events or
circumstances generally include operating losses or a significant decline in
earnings associated with the acquired business or asset. Goodwill amortization
from Thermo Electron's continuing operations was $38 million in fiscal 2000.
Thermo Electron's ability to realize the value of the goodwill that it has
recorded as a result of its acquisition of the minority interests in its
formerly publicly-traded subsidiaries will depend on the future cash flows of
these businesses. These cash flows in turn depend in part on how well Thermo
Electron has integrated these businesses.
Thermo Electron must develop new products, adapt to rapid and significant
technological change, and respond to introductions of new products in order to
remain competitive.
Thermo Electron's growth strategy includes significant investment in and
expenditures for product development, including most significantly in the areas
of proteomics and photonics. Thermo Electron intends to increase spending in the
area of research and development. Thermo Electron sells its products in several
industries that are characterized by rapid and significant technological
changes, frequent new product and service introductions and enhancements and
evolving industry standards. Without the timely introduction of new products,
services and enhancements, Thermo Electron's products and services will likely
become technologically obsolete over time, in which case its revenue and
operating results would suffer.
3
Thermo Electron's customers use many of its products to develop, test and
manufacture their own products. As a result, Thermo Electron must anticipate
industry trends and develop products in advance of the commercialization of its
customers' products. If it fails to adequately predict its customers' needs and
future activities, Thermo Electron may invest heavily in research and
development of products and services that do not lead to significant revenue.
Many of its products and products under development are technologically
innovative and require significant planning, design, development, and testing at
the technological, product, and manufacturing-process levels. These activities
require Thermo Electron to make significant investments.
Products in Thermo Electron's markets undergo rapid and significant
technological change because of quickly changing industry standards and the
introduction of new products and technologies that make existing products and
technologies uncompetitive or obsolete. Thermo Electron's competitors may adapt
more quickly to new technologies and changes in customers' requirements than
Thermo Electron can. The products Thermo Electron is currently developing, or
those it will develop in the future, may not be technologically feasible or
accepted by the marketplace, and its products or technologies could become
uncompetitive or obsolete.
Thermo Electron sells its products and services to a number of companies
that operate in cyclical industries, which could adversely affect its results of
operations when those industries experience a downturn.
The growth and profitability of Thermo Electron's Optical Technologies
segment depends in part on sales to the semiconductor and telecommunications
industries, which are subject to cyclical downturns. These industries have begun
to experience slowing trends. A prolonged slowdown in these industries would
adversely affect sales by the Optical Technologies segment, which in turn could
adversely affect Thermo Electron's revenues and results of operations.
Changes in governmental regulations may reduce demand for Thermo Electron's
products or increase its expenses.
Thermo Electron competes in many markets in which it and its customers must
comply with federal, state, local, and foreign regulations, such as
environmental, health and safety, and food and drug regulations. Thermo Electron
develops, configures, and markets its products to meet customer needs created by
those regulations. Any significant change in regulations could reduce demand for
Thermo Electron's products. For example, many of Thermo Electron's instruments
are marketed to the pharmaceutical industry for use in discovering and
developing drugs. Changes in the Food and Drug Administration's regulation of
the drug discovery and development process could have an adverse effect on the
demand for these products.
Demand for some of Thermo Electron's products depends on capital spending
policies of its customers and on government funding policies.
Thermo Electron's customers include manufacturers of semiconductors and
products incorporating semiconductors, pharmaceutical and chemical companies,
laboratories, universities, healthcare providers, government agencies, and
public and private research institutions. Many factors, including public policy
spending priorities, available resources, and economic cycles, have a
significant effect on the capital spending policies of these entities. These
policies in turn can have a significant effect on the demand for our products.
For example, sales of weighing and inspection equipment have decreased as a
result of lower demand from the global packaged food industry, which is
undergoing a period of consolidation.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain
forward-looking statements. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors" that may cause our or
our industry's actual results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Before deciding to
purchase our common stock you should carefully consider the risks described in
the "Risk Factors" section, in additional to the other information set forth in
this prospectus and the documents incorporated by reference herein.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. We
are under no duty to update any of the forward-looking statements after the date
of this prospectus to conform such statement to actual results.
USE OF PROCEEDS
We will use the proceeds from the exercise of the warrants, if any, for
general corporate purposes.
DESCRIPTION OF THE COMMON STOCK PURCHASE WARRANTS
The warrants were originally issued to the Selling Stockholders or their
affiliates by Thermo TerraTech in private placement transactions pursuant to
purchase agreements dated as of December 20, 1991, March 20, 1992, June 15,
1992, September 1, 1992, December 16, 1992, and March 18, 1993. On October 19,
1999, Thermo TerraTech and Thermo Electron entered into an Agreement and Plan of
Merger, pursuant to which Thermo TerraTech was merged with and into a
wholly-owned subsidiary of Thermo Electron on September 22, 2000. In the merger,
each share of Thermo TerraTech common stock outstanding immediately prior to the
effective time of the merger, other than shares held by Thermo TerraTech in its
treasury and shares held by Thermo Electron, was converted into the right to
receive 0.3945 share of Thermo Electron common stock.
Under the terms of the merger agreement, Thermo Electron agreed to assume
the warrants issued by Thermo TerraTech and convert them into warrants
exercisable for Thermo Electron common stock. Under the terms of the warrants,
this action resulted in an adjustment to both the number of shares underlying
the warrants and the exercise price of the warrants. The number of shares of
Thermo TerraTech common stock underlying the warrants has been adjusted by
multiplying that number by 0.3945. In addition, the exercise price of the
warrants to purchase Thermo TerraTech common stock has been adjusted by dividing
that number by 0.3945. Accordingly, a warrant to purchase 12,000 shares of
Thermo TerraTech common stock for $11.34 per share has been adjusted as follows:
12,000 shares of Thermo TerraTech common stock x 0.3945 = 4,734 shares of
Thermo Electron common stock
Exercisable at $11.34 per share / 0.3945 = Exercisable at $28.75 per share
All other terms and conditions of the warrants have remained the same, as
described below.
Exercise Period and Procedure. The registered holder of a warrant may
exercise the warrant, in whole or in part, but not as to fractional shares, at
any time and from time to time before April 24, 2002. Thermo Electron will
deliver certificates for shares purchased upon exercise of a warrant to the
purchaser within ten days after it receives a completed and executed exercise
agreement, in the form attached to the warrant, and a check representing the
exercise price of the shares for which the warrant is exercised. Thermo Electron
will deem shares issuable upon the exercise of a warrant to have been issued to
the purchaser on the exercise date of the warrant, and will deem the purchaser
for all purposes to have been the record holder of such shares on the exercise
date. Unless an exercised warrant has expired or all of the purchase rights
represented by the warrant have been exercised, Thermo Electron will prepare a
new warrant, substantially identical thereto, representing the rights formerly
represented by the warrant which have not expired or been exercised. The
5
warrants may not be exercised as to fractional shares. If a fractional share
would otherwise be issuable upon exercise of a warrant, Thermo Electron will,
within ten days after the exercise date, deliver to the purchaser a check
payable to the purchaser in lieu of the fractional share, in an amount equal to
the market price of the fractional share as of the close of business on the
exercise date.
The issuance of certificates for shares upon exercise of a warrant will be
made without charge to the registered holder for any issuance tax or any other
cost incurred by Thermo Electron in connection with the exercise and the related
issuance of shares. Thermo Electron will not, however, be required to pay any
tax which may be payable in respect of any transfer, in whole or in part, of any
warrant, or the delivery of stock certificates in a name other than that of the
registered holder of a warrant presented for exercise, and any necessary tax
must be paid by the registered holder at the time of presentation.
Thermo Electron will not close its books for the transfer of the warrants
or of any shares issued or issuable upon the exercise on the warrants in any
manner which interferes with the timely exercise of the warrants.
Exercise Price. The warrants issued pursuant to the purchase agreements
dated as of December 20, 1991, March 20, 1992, June 15, 1992 and September 1,
1992 may be exercised at an adjusted exercise price of $25.35 per share, and the
warrants issued pursuant to the purchase agreements dated as of December 16,
1992 and March 18, 1993 may be exercised at an adjusted exercise price of $28.75
per share. The exercise price of each warrant was originally determined by
Thermo TerraTech after taking into account several factors, including
o the fair market values of the common stock underlying the warrants on
their respective dates of issuance,
o the appropriate premiums over such fair market values compared to
premiums applicable to listed or quoted options on similar securities,
o the degree of volatility in the fair market values prior to such issuance
and
o the length of the exercise period of the warrants.
Adjustments. In order to prevent dilution of the rights granted under the
warrants, both the exercise price and the number of shares that may be issued
upon exercise of the warrants will be subject to adjustment from time to time
if, during the exercise period, Thermo Electron
o issues any shares of common stock as a dividend upon its common stock,
o issues any shares of common stock by reclassification or otherwise,
o combines its outstanding shares of common stock, by reclassification or
otherwise or
o declares a dividend upon the common stock payable otherwise than out of
earnings or retained earnings and otherwise than in common stock.
No adjustment of the exercise price will be made if the amount of the
adjustment would be less than one cent per share, but in that case any
adjustment that would otherwise be required then to be made will be carried
forward and will be made at the time and together with the next adjustment
which, together with any adjustment or adjustments so carried forward, would
amount to not less than one cent per share. Upon any reorganization or
reclassification of the capital stock of Thermo Electron, or any consolidation
or merger of Thermo Electron with another corporation, other than a
consolidation or merger in which Thermo Electron is the surviving entity and
which does not result in any change in the common stock, or any sale or other
disposition by Thermo Electron of all or substantially all of its assets to any
other corporation, the terms of the warrants will be adjusted as follows. The
warrants will, after those events, be exercisable for the number of shares of
stock or other securities or property of Thermo Electron, or of the successor
corporation that results from the consolidation or merger, as the case may be,
to which the shares, and any other securities and property, of Thermo Electron,
deliverable upon the exercise of the warrants, would have been entitled upon
such reorganization, reclassification of capital stock, consolidation, merger,
sale or other disposition if the warrants had been exercised immediately before
the reorganization, reclassification of capital stock, consolidation, merger,
sale or other disposition.
No Voting Rights. The warrants will not entitle their holders to any voting
rights or other rights as stockholders of Thermo Electron.
Miscellaneous. The warrants and all rights thereunder are transferable, in
whole or in part, without charge to the registered holder, upon surrender of the
warrants with a properly executed assignment, in the form attached to the
warrants, at the principal office of Thermo Electron. The warrants may be
amended, and Thermo Electron may take actions that are prohibited by the
warrants, or omit to take actions that it is required to perform, only if Thermo
Electron has obtained the written consent of the holders of warrants
representing at least 50% of the shares obtainable upon the exercise of the
warrants outstanding at the time of that consent.
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SELLING STOCKHOLDERS
The following table lists the Selling Stockholders and other information
regarding the beneficial ownership of the common stock underlying the warrants
by each of the Selling Stockholders as of April 30, 2001. The information
provided in the table below has been obtained from the Selling Stockholders. The
Selling Stockholders may sell all, some or none of their shares in this
offering. See "Plan of Distribution."
Number of Shares Maximum Number Shares
Names of Selling Underlying Warrants Of Shares Beneficially
Owned Prior to Being Owned After
Offering Offering(1)
Stockholders Offered
-------------------------- ------------------------ ------------------ -----------------
Irving B. Harris 81,070 81,070 0
Revocable
Trust dated 7/31/87 (2)
Roxanne H. Frank Trust 25,544 25,544 0
dated 3/16/84(3)
Couderay Partners(3) 23,374 23,374 0
Virginia H. Polsky 21,796 21,796 0
Trust
dated 8/5/84(3)
Jerome Kahn, Jr. 8,383 8,383 0
Revocable Trust,
dated 10/16/87,
Jerome Kahn, Jr.,
Trustee (3)
Fred Holubow(4) 6,509 6,509 0
Marc A. Neuerman 2,762 2,762 0
Yves Micheli 2,466 2,466 0
Bear East Partners 11,070 11,070 0
Terence M. Hogan 864 864 0
William W. Harris 2,367 2,367 0
Children Charity Trust
dated 11/29/83(3)
William W. Harris 13,413 13,413 0
Trust
dated 6/22/84(3)
Harris Foundation(2) 18,936 18,936 0
Irving B. Harris 1,578 1,578 0
Foundation(2)
John N. Hatsopoulos(5) 4,931 4,931 0
Darier, Hentsch & Cie. 4,931 4,931 0
Joseph Giamanco 4,931 4,931 0
Peter G. Pantazelos 5,918 5,918 0
The George and Dora 3,945 3,945 0
Razis 1981 Trust(6)
IBH Grandchildren 4,734 4,734 0
Charity Trust dated
11/29/83(3)
Donna E. Barrows 5,523 5,523 0
June H. Barrows 7,890 7,890 0
William Harris Settlor 1,578 1,578 0
Trust, F/B/O Patricia
J. Rosbrow(2)
Robert L. Barrows 4,734 4,734 0
James J. Pelts 1,578 1,578 0
Mary Ann Wark 3,945 3,945 0
Joan W. Harris(2) 1,578 1,578 0
(1) Assumes that all of the shares underlying the warrants held by the Selling
Stockholders and being offered under this prospectus are sold. None of the
Selling Stockholders owns more than one percent of common stock of the company.
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(2) Mr. Irving B. Harris, trustee of the Irving B. Harris Revocable Trust, is
also Chairman of the Harris Foundation; Chairman of the Irving B. Harris
Foundation; a trustee of the William Harris Settlor Trust, F/B/O Patricia J.
Rosbrow; and the husband of Joan W. Harris. Accordingly, Mr. Harris may be
deemed to own the 18.936, 1,578, 1,578 and 1,578 shares underlying the warrants,
respectively, owned by those warrantholders.
(3) Mr. Jerome Kahn, Jr., trustee of the Jerome Kahn, Jr. Revocable Trust, and
Mr. Marc A. Neuerman are also trustees of the Roxanne H. Frank Trust dated
3/16/84; managing agents of Couderay Partners; trustees of the Virginia H.
Polsky Trust dated 8/5/84; trustees of the William W. Harris Children Charity
Trust dated 11/29/83; trustees of the William W. Harris Trust dated 6/22/84; and
trustees of the IBH Grandchildren Charity Trust dated 11/29/83. Accordingly, Mr.
Kahn and Mr. Neuerman may each be deemed to own the 25,544, 23,374, 21,796,
2,367, 13,413 and 4,734 shares underlying the warrants, respectively, owned by
those warrantholders.
(4) Mr. Holubow was a director of ThermoRetec Corporation (`ThermoRetec"), a
former publicly-held subsidiary of the company, from 1992 until 2000 when
ThermoRetec ceased to be publicly-held and he is also a director of Thermo
Trilogy Corporation, a majority-owned subsidiary of the company.
(5) Mr. Hatsopoulos was Vice Chairman of the company from September 1998 to
February 2000, a director of the company from September 1997 to February 2000
and served as a director of the following formerly publicly-held subsidiaries of
Thermo Electron at various times in the period 1998 through February 2000:
Thermedics Inc., Thermo Fibertek Inc., Thermo Instrument Systems Inc. Thermo
Ecotek Corporation, Thermo Power Corporation , Onix Systems Inc. and Thermo
TerraTech Inc. He was the president of the company from 1997 to 1998, its chief
financial officer from 1988 to 1998 and its executive vice president from 1986
to 1998. He also served as senior vice president and chief financial officer of
several of the company's subsidiaries from 1988 until 1998.
(6) Mr. Paris Nicolaides is trustee of The George & Dora Razis 1981 Trust.
Accordingly, Mr. Nicolaides may be deemed to own the 3,945 shares underlying the
warrants owned by that trust.
The shares underlying the warrants are being registered to permit public
secondary trading of the shares from time to time by the Selling Stockholders.
All of the warrants were acquired by the Selling Stockholders or their
affiliates from Thermo TerraTech Inc. in private placement transactions pursuant
to Securities Purchase Agreements with Thermo TerraTech dated as of December 20,
1991, March 20, 1992, June 15, 1992, September 1, 1992, December 16, 1992, and
March 18, 1993. 202,181 of the warrants are exercisable at an exercise price of
$25.35 per share and 74,166 of the warrants are exercisable at an exercise price
of $28.75 per Share. Thermo Electron has agreed to prepare and file such
amendments and supplements to the Registration Statement of which this
Prospectus forms a part as may be necessary to keep the Registration Statement
effective until all the shares underlying the warrants offered hereby have been
sold pursuant thereto, until such shares are no longer, by reason of Rule 144(k)
under the Securities Act or any other rule of similar effect, required to be
registered for the public sale thereof by the Selling Stockholders, or until the
warrants have expired by their terms.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares from time to time in negotiated
transactions, at fixed prices which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market price or at
negotiated prices. The Selling Stockholders may effect these transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both,
which compensation to a particular broker-dealer might be in excess of customary
commissions.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of securities hereunder may be deemed to be "underwriters" as that term
is defined in the Securities Act of 1933, as amended, and any commissions
received by them and profit on any resale of the securities as principal might
be deemed to be underwriting discounts and commissions under the Securities Act.
Thermo Electron will indemnify the Selling Stockholders against some liabilities
in connection with their sales, including liabilities under the Securities Act
as underwriter or otherwise.
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LEGAL MATTERS
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.
EXPERTS
Our financial statements incorporated in this Prospectus by reference from
our Annual Report on Form 10-K for the year ended December 30, 2000 have been
audited by Arthur Andersen LLP, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the authority of such firm as experts in giving such report.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference room. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov. In addition, you can
read and copy our SEC filings at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
This prospectus is only part of a Registration Statement on Form S-3 that
we have filed with the SEC under the Securities Act and therefore omits certain
information contained in the Registration Statement. We have also filed exhibits
and schedules with the Registration Statement that are excluded from this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect a copy of the Registration Statement, including the
exhibits and schedules, without charge at the public reference room, or obtain a
copy from the SEC upon payment of the fees prescribed by the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
The documents we are incorporating by reference are:
(1) Annual Report on Form 10-K for the fiscal year ended December 30,
2000;
(2) Current Report on Form 8-K, filed with the SEC on April 30, 2001;
(3) The description of our common stock which is contained in our
Registration Statement on Form 8-A filed under the Exchange Act,
as that description may be amended from time to time; and
(4) The description of our Preferred Stock Purchase Rights which is
contained in our Registration Statement on Form 8-A filed under
the Exchange Act, as that description may be amended from time to
time.
All reports or proxy statements that we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and before the filing of a post-effective amendment that indicates
that all securities offered herein have been sold, or that deregisters all
securities then remaining unsold, will be incorporated by reference in this
Registration Statement and to be a part of this document from the dates we file
those documents.
9
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You should rely only on the information
THERMO ELECTRON CORPORATION
You should rely only on the information
contained in this prospectus. We have not 276,348 shares of
authorized anyone to provide you with Common Stock
information different from that contained ($1.00 par value per share)
in this prospectus. The Selling
Stockholders are offering to sell and
seeking offers to buy shares of our common ________________
stock only in jurisdictions where offers
and sales are permitted. The information PROSPECTUS
contained in this prospectus is accurate ________________
only as of May 10, 2001. You should not
assume that this prospectus is accurate as
of any other date.
TABLE OF CONTENTS
Page
Thermo Electron's Business......... 1
Risk Factors....................... 2
Forward-Looking Statements......... 5
Use of Proceeds.................... 5
Description of the Common Stock
Purchase Warrants.................. 5
Selling Stockholders............... 8
Plan of Distribution............... 9
Legal Matters...................... 10
Experts............................ 10
Where You Can Find More Information 10
Incorporation of Documents by 10
Reference..........................
May 10, 2001
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