UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THERMO ELECTRON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2209186
(State of Incorporation of Organization) (IRS Employer
Identification No.)
81 Wyman Street
Waltham, MA 02454
---------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General pursuant to General Instruction A.(c), pursuant to General Instruction A.(c),
please check the following box. [X] please check the following box. [ ]
Securities Act registration statement file number to which this Form
relates:___________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each
to be so Registered Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
On September 15, 2005, the Board of Directors of Thermo Electron
Corporation (the "Company") declared a dividend distribution of one preferred
stock purchase right (a "Right") for each outstanding share of the Company's
common stock, par value $1.00 per share (the "Common Stock"), to stockholders of
record at the close of business on September 29, 2005. Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundred-thousandth of a share (a "Unit") of Series B Junior Participating
Preferred Stock, par value $100 per share (the "Preferred Stock"), at a purchase
price of $200 in cash per Unit, subject to adjustment (the "Purchase Price").
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of September 15, 2005 between the Company and
American Stock Transfer & Trust Company, as rights agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate rights certificates
("Rights Certificates") will be distributed. The Rights will separate from the
Common Stock and a distribution date will occur upon the earlier of (i) the
close of business on the tenth business day following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
or (ii) the close of business on the tenth business day (or such later date as
may be determined by the Company's Board of Directors) after the date that a
tender or exchange offer is commenced by any person, the consummation of which
could result in the beneficial ownership by a person or group of 15% or more of
the shares of Common Stock then outstanding (the earlier of (i) and (ii) being
herein referred to as the "Distribution Date"). Until the Distribution Date, (i)
the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on September 29, 2015, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors and except in connection with shares of Common Stock
issued upon the exercise of employee stock options, issuances under other
employee stock benefit plans or issuances upon the exercise, conversion or
exchange of securities issued prior to the Distribution Date, only shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
In the event that a person becomes the beneficial owner of 15% or more of
the then outstanding shares of Common Stock, except pursuant to an offer for all
outstanding shares of Common Stock that at least 75% of the Board of Directors
determines to be fair to, and otherwise in the best interests of, stockholders
(a "Permitted Offer"), each holder of a Right will thereafter have the right to
receive, upon exercise, that number of shares of Common Stock (or, in certain
circumstances, Units of Preferred Stock, cash, property or other securities of
the Company) which equals the exercise price of the Right divided by one-half of
the current market price (as defined in the Rights Agreement) of the Common
Stock at the date of the occurrence of the event. However, Rights are not
exercisable following the event set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below. Notwithstanding any
of the foregoing, following the occurrence of such event, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. The event set
forth in this paragraph is referred to as "Section 11(a)(ii) Event."
For example, at an exercise price of $200 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase for $200
such number of shares of Common Stock (or other consideration, as noted above)
as equals $200 divided by one-half of the current market price (as defined in
the Rights Agreement) of the Common Stock. Assuming that the Common Stock had a
per share value of $50 at such time, the holder of each valid Right would be
entitled to purchase 8 shares of Common Stock for $200.
In the event that, at any time after any person has become an Acquiring
Person, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or its Common
Stock is changed or exchanged (other than a merger which follows a Permitted
Offer), or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, that number of shares of common stock of the acquiring company which
equals the exercise price of the Right divided by one-half of the current market
price of such common stock at the date of the occurrence of the event.
For example, at an exercise price of $200 per Right, each Right following
an event set forth in the preceding paragraph would entitle its holder to
purchase for $200 such number of shares of common stock of the acquiring company
as equals $200 divided by one-half of the current market price (as defined in
the Rights Agreement) of such common stock. Assuming that such common stock had
a per share value of $50 at such time, the holder of each valid Right would be
entitled to purchase 8 shares of common stock of the acquiring company for $200.
At any time after the occurrence of a Section 11(a)(ii) Event, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by such Acquiring Person that have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-hundred-thousandth of
a share of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
The number of Rights associated with each share of Common Stock is also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of Common Stock occurring, in any such case,
prior to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $100 per share and will be entitled
to an aggregate dividend of 100,000 times the dividend declared per share of
Common Stock. In the event of liquidation, the holders of the Preferred Stock
will be entitled to a minimum preferential liquidating payment of $100 per share
and will be entitled to an aggregate payment of 100,000 times the payment made
per share of Common Stock. Each share of Preferred Stock will have 100,000
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which Common Stock is changed or
exchanged, each share of Preferred Stock will be entitled to receive 100,000
times the amount received per share of Common Stock. These rights are protected
by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of one one-hundred-thousandth of a share of Preferred
Stock purchasable upon exercise of each Right should approximate the value of
one share of Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (payable in cash
or stock) (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Prior to the Distribution Date, the terms of the Rights are subject to
amendment by the Board of Directors without the consent of the holders of the
Rights. After the Distribution Date, only limited terms of the Rights are
subject to amendment by the Board.
As long as the Rights are attached to the Common Stock, one Right (as such
number may be adjusted pursuant to the provisions of the Rights Agreement) shall
be deemed to be delivered for each share of Common Stock issued or delivered by
the Company, except that following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company (a) shall issue Rights only
in respect of shares of common stock issued upon the exercise of stock options
or under any employee plan or arrangement, or upon the exercise, conversion or
exchange of securities issued before the Distribution Date and (b) may otherwise
issue Rights when it issues Common Stock only if the Board of Directors deems it
to be necessary or appropriate; provided that no Rights will be issued if the
Company is advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the recipient of the
Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights, however, should not affect any prospective offeror willing to make a
Permitted Offer. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company since the
Board of Directors may, at its option, at any time prior to the close of
business on the earlier of (i) the Stock Acquisition Date or (ii) September 29,
2015, and in certain other circumstances, redeem all but not less than all of
the then outstanding Rights at the Redemption Price.
The Rights Agreement contains a so-called "TIDE" provision, which requires
that a shareholder rights plan committee of the Board of Directors of the
Company shall review (not less than once every three years) whether maintaining
the Rights Agreement continues to be in the best interest of the stockholders.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as Exhibit A, the Terms of Series B
Junior Participating Preferred Stock, and as Exhibit B, the Form of Rights
Certificate, is filed as Exhibit 1 to this Form 8-A and is incorporated herein
by reference. The Form of Certificate of Amendment of Certificate of Designation
is filed as Exhibit 2 to this Form 8-A and is incorporated herein by reference.
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibits.
Item 2. Exhibits.
1 Rights Agreement, dated as of September 15, 2005, by and between Thermo
Electron Corporation and American Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit A, the Terms of Series B Junior
Participating Preferred Stock, and as Exhibit B, the Form of Rights
Certificate, filed as an exhibit to the Company's Current Report on Form
8-K on September 16, 2005.
2 Form of Certificate of Amendment of Certificate of Designation of the
Series B Junior Participating Preferred Stock of Thermo Electron
Corporation, filed as an exhibit to the Company's Current Report on Form
8-K on September 16, 2005.
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, thereto duly authorized.
THERMO ELECTRON CORPORATION
Date: September 16, 2005 By: /s/ Seth H. Hoogasian
------------------------------------
Name: Seth H. Hoogasian
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
1 Rights Agreement, dated as of September 15, 2005, by and between Thermo
Electron Corporation and American Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit A, the Terms of Series B Junior
Participating Preferred Stock, and as Exhibit B, the Form of Rights
Certificate, filed as an exhibit to the Company's Current Report on Form
8-K on September 16, 2005.
2 Form of Certificate of Amendment of Certificate of Designation of the
Series B Junior Participating Preferred Stock of Thermo Electron
Corporation, filed as an exhibit to the Company's Current Report on Form
8-K on September 16, 2005.