SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
June 1, 2004
----------------------------------------
THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
(781) 622-1000
(Registrant's telephone number
including area code)
This Current Report on Form 8-K contains forward-looking statements
that involve a number of risks and uncertainties. Important factors that could
cause actual results to differ materially from those indicated by such
forward-looking statements are set forth under the heading "Forward Looking
Statements" in the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 2004. These include risks and uncertainties relating to
the need to develop new products and adapt to significant technological change,
dependence on customers that operate in cyclical industries, general worldwide
economic conditions and related uncertainties, the effect of changes in
governmental regulations, dependence on customers' capital spending policies and
government funding policies, use and protection of intellectual property,
retention of contingent liabilities from businesses we sold, realization of
potential future savings from new sourcing initiatives, implementation of new
branding strategy, implementation of strategies for improving internal growth,
the effect of exchange rate fluctuations on international operations,
identification, completion and integration of new acquisitions and potential
impairment of goodwill from previous acquisitions. While we may elect to update
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so, even if our estimates change and, therefore, you should
not rely on these forward-looking statements as representing our views as of any
date subsequent to today.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: Not applicable. (b) Pro
Forma Financial Information: Not applicable. (c) Exhibits
99 Press Release dated June 1, 2004.
Item 9. Regulation FD Disclosure (Information furnished pursuant to Item 12,
"Disclosure of Results of Operations and Financial Condition").
On June 1, 2004, the Registrant announced that it had entered into a
definitive agreement for the sale of substantially all of its optical
technologies segment and the impact of the sale on the Registrant's financial
results for the fiscal quarter ended April 3, 2004 as well as on its guidance.
The full text of the press release issued in connection with the announcement as
well as its guidance is attached as Exhibit 99 to this Form 8-K and incorporated
herein by reference.
In accordance with the procedural guidance in SEC Release No. 33-8216,
the information in this Form 8-K and Exhibit 99 attached hereto is being
furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12.
Disclosure of Results of Operations and Financial Condition." The information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on this 2nd day of June 2004.
THERMO ELECTRON CORPORATION
By: /s/ Kenneth J. Apicerno
-------------------------------
Kenneth J. Apicerno
Treasurer
Exhibit 99
[THERMO LOGO]
NEWS
FOR IMMEDIATE RELEASE
Media Contact Information: Investor Contact Information:
Lori Gorski J. Timothy Corcoran
Phone: 781-622-1242 Phone: 781-622-1111
E-mail: lori.gorski@thermo.com E-mail: tim.corcoran@thermo.com
---------------------- -----------------------
Website: www.thermo.com
Thermo Electron Announces Sale of Optical Technologies Segment
to Newport Corporation
Earnings Guidance Adjusted to Account for Sale and Continued Strength of Core
Businesses
WALTHAM, Mass. (June 1, 2004) - Thermo Electron Corporation (NYSE:TMO) announced
today that it has entered into a definitive agreement for the sale of its
Optical Technologies Segment, Spectra-Physics, to Newport Corporation
(NASDAQ:NEWP) for $300 million, subject to a post-closing balance sheet
adjustment. Thermo Electron expects to realize an after-tax gain from the
transaction of approximately $.50 per share.
The purchase price of $300 million is comprised of $200 million in cash, $50
million in a five-percent note due in 2009, and $50 million in Newport
Corporation common stock. Thermo will retain ownership of a small business in
the Optical Technologies Segment that makes highly technical digital cameras
used in Thermo's Scientific Instruments Division. Guy Broadbent, president of
Spectra-Physics, will remain with Thermo as a member of its executive team.
Spectra-Physics reported $212 million in revenues in 2003, representing 10
percent of Thermo's overall revenue for the year.
"The sale of Spectra-Physics further sharpens Thermo's focus as the world's
leading analytical instruments provider," said Marijn E. Dekkers, president and
chief executive officer of Thermo Electron Corporation. "Going forward, we can
now commit all of our energies on providing instruments, scientific equipment,
consumables, services, and software solutions to life sciences and industrial
laboratories, as well as various process industries. We remain very excited
about our business potential and the opportunity to grow Thermo, creating
greater value for our shareholders, customers, business partners, and employees.
"While we have been very pleased with Spectra-Physics' recent performance, there
are significant differences between its long-term strategic direction and that
of Thermo. Therefore, we determined that it is in Thermo's best interest to
realize the attractive value of Spectra-Physics at this time, and for the
business to continue forward with a new owner. We believe that Spectra-Physics
is a terrific strategic fit with Newport's photonics business, and the combined
business will be better positioned to create value for its customers. We wish
the Spectra-Physics team continued success in the future," Dekkers concluded.
This sale is subject to regulatory approval as well as other customary closing
conditions, and is expected to be completed in the third quarter of 2004. Under
the terms of the agreement, Thermo has agreed to certain restrictions on the
sale by Thermo of the Newport shares it receives in this transaction. The
restrictions will lapse gradually over an 18-month period, with no sales
permitted prior to six months after the closing.
Financial Impact on Guidance
The execution of this agreement with Newport will result in Spectra-Physics
being treated as a discontinued operation in Thermo's financial statements
beginning in the second quarter of 2004. As a result, Thermo will restate its
historical financial statements by removing Spectra-Physics from its results
from continuing operations and reporting the business separately as a
discontinued operation.
According to Theo Melas-Kyriazi, chief financial officer, Thermo Electron
Corporation, "The effect of this change in classification of Spectra-Physics'
results will decrease our first-quarter 2004 earnings from continuing operations
by $.02 per share on both a GAAP and adjusted basis, and will result in a
corresponding $.02 per share increase in earnings from discontinued operations.
"With respect to our previously announced adjusted EPS guidance of $.29 to $.31
for the second quarter of 2004, we expect to report $.02 per share in earnings
from Spectra-Physics in discontinued operations, and $.27 to $.29 per share from
continuing operations.
With respect to the full-year 2004, our previously adjusted EPS guidance from
continuing operations was $1.23 to $1.28. The sale of Spectra-Physics will
negatively impact this guidance by $.07 net of an estimated $.01 share of
interest income from the divestiture proceeds.
"However, due to strong results year-to-date and increasing confidence in
continued strength for the balance of 2004, we are raising our 2004 adjusted EPS
guidance for the Life and Laboratory Sciences and Measurement and Control
segments by $.04," Melas-Kyriazi continued. "Therefore, our new adjusted EPS
guidance from continuing operations is $1.20 to $1.25 for the full-year 2004,
which reflects the $.07 negative impact from the divestiture of Spectra-Physics
and the $.04 increased guidance in continuing operations for our core
businesses.
We expect to reinvest the proceeds of the sale of Spectra-Physics in
acquisitions of businesses complimentary to our core businesses. Accordingly, we
are not changing our adjusted earnings per share goal of $1.65 for 2006."
The adjusted EPS guidance included in this press release excludes approximately
$.02 of expense per quarter from the amortization of acquisition-related
intangible assets for acquisitions completed through the first quarter of 2004,
and the other items described below under the heading "Use of Non-GAAP Financial
Measures."
Use of Non-GAAP Financial Measures
Adjusted EPS is a non-GAAP financial measure. Adjusted EPS excludes
restructuring and other costs/income and amortization of acquisition-related
intangible assets, certain other gains and losses, tax provisions/benefits
related to the previous items, and benefit from tax credit carryforwards. We
exclude these items because they are outside of our normal operations and, in
certain cases, are difficult to forecast accurately for future periods. Thermo
provides its earnings guidance on an adjusted basis only as it is not feasible
to provide GAAP earnings guidance because the items excluded, other than the
amortization expense, are difficult to predict and estimate and are primarily
dependent on future events, such as decisions concerning the location and timing
of facility consolidations, and the timing of and proceeds from the sale of our
remaining equity interest in Thoratec Corporation.
About Thermo Electron
A world leader in high-tech instruments, Thermo Electron Corporation helps life
science, laboratory, and industrial customers advance scientific knowledge,
enable drug discovery, improve manufacturing processes, and protect people and
the environment with instruments, scientific equipment, services, and software
solutions. Based in Waltham, Massachusetts, Thermo Electron has revenues of more
than $2 billion, and employs approximately 11,000 people in 30 countries
worldwide. For more information, visit www.thermo.com.
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: This press release contains forward-looking
statements that involve a number of risks and uncertainties. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements are set forth under the heading "Forward-Looking
Statements" in the company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 2004. These include risks and uncertainties relating to:
the need to develop new products and adapt to significant technological change,
dependence on customers that operate in cyclical industries, general worldwide
economic conditions and related uncertainties, the effect of changes in
governmental regulations, dependence on customers' capital spending policies and
government funding policies, use and protection of intellectual property,
exposure to product liability claims in excess of insurance coverage, retention
of contingent liabilities from businesses we sold, realization of potential
future savings from new productivity initiatives, implementation of new branding
strategy, implementation of strategies for improving internal growth, the effect
of exchange rate fluctuations on international operations, identification,
completion and integration of new acquisitions and potential impairment of
goodwill from previous acquisitions. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events, or otherwise.
###