UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
July 26, 2004
THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its Charter)
--------------------------------------------------------
Commission File Number 1-8002
Delaware 04-2209186
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation)
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)
THERMO ELECTRON CORPORATION
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
99.1 Press Release dated July 16, 2004
99.2 Supplemental Financial Information
Item 9. Regulation FD Disclosure
On June 1, 2004, the Registrant announced that it had entered into a
definitive agreement (the "Definitive Agreement") for the sale of substantially
all of its Optical Technologies Segment, Spectra-Physics ("Spectra-Physics"), to
Newport Corporation for $300 million, subject to a post-closing balance sheet
adjustment. The full text of the press release issued in connection with the
announcement was attached as Exhibit 99 to the Registrant's Form 8-K dated June
1, 2004 (filed June 2, 2004).
On July 16, 2004, the Registrant subsequently announced that it had
completed the sale of Spectra-Physics. The full text of the press release issued
in connection with that announcement is attached as Exhibit 99.1 to this Form
8-K and incorporated herein by reference. The foregoing information contained in
this Form 8-K and Exhibit 99.1 attached hereto 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.
Regulation FD Disclosure (Information furnished pursuant to Item 12,
"Disclosure of Results of Operations and Financial Condition")
The execution of the Definitive Agreement with Newport resulted in
Spectra-Physics being treated as a discontinued operation in the Registrant's
financial statements beginning in the second quarter of 2004. As a result, the
Registrant has restated its historical financial statements by removing
Spectra-Physics from its results of continuing operations and reporting the
business as a discontinued operation. Exhibit 99.2 attached hereto includes
unaudited financial data concerning the effect of treating Spectra-Physics as a
discontinued operation.
<
2
>
THERMO ELECTRON CORPORATION
In accordance with the procedural guidance in SEC Release No.
33-8216, the foregoing information in this Form 8-K and Exhibit 99.2 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
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.
<
3
>
SIGNATURES
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 26th day of July 2004.
THERMO ELECTRON CORPORATION
By: /s/ Peter E. Hornstra
-------------------------------------------------
Peter E. Hornstra
Corporate Controller and Chief Accounting Officer
<
4
>