SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
October 11, 2001
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THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification 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)
Item 5. Other Events
On October 11, 2001, Thermo Electron Corporation (the "Company") issued a
press release announcing that its Board of Directors approved a distribution to
the holders of record of the Company's common stock on November 7, 2001 of all
of the shares of its wholly-owned subsidiary, Viasys Healthcare Inc. The
distribution is scheduled to occur on November 15, 2001.
The full text of the Company's press release dated October 10, 2001 is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits
99.1 Press Release dated October 11, 2001.
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 12th day of October, 2001.
THERMO ELECTRON CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Vice President and Chief Financial
Officer
Thermo Electron Announces Details of
Viasys Healthcare Spinoff
WALTHAM, Mass., October 11, 2001 - Thermo Electron Corporation (NYSE:TMO) today
announced that its board of directors has approved the spinoff of its wholly
owned Viasys Healthcare Inc. subsidiary as a dividend to Thermo Electron
shareholders. On November 15, 2001, Thermo Electron will distribute all of its
shares of Viasys Healthcare to Thermo Electron shareholders of record on
November 7, 2001. Immediately after the planned distribution, Thermo Electron
will no longer own shares of Viasys Healthcare.
Thermo Electron expects to distribute approximately .1428 shares of Viasys
Healthcare common stock for each share of Thermo Electron common stock. The
final ratio will be based on the actual number of Thermo Electron shares
outstanding on the November 7 record date. Thermo Electron shareholders entitled
to the dividend will receive stock certificates for whole shares of Viasys
Healthcare common stock and cash payments for any fractional shares. Thermo
Electron has received a ruling from the Internal Revenue Service that the
dividend of Viasys Healthcare shares will qualify as a tax-free distribution for
U.S. federal income tax purposes, except that the cash received in lieu of
fractional shares will be taxable.
Thermo Electron shareholders will not be required to take any action in
order to receive the Viasys Healthcare common stock. Viasys Healthcare stock
certificates will be delivered to the record addresses of the Thermo Electron
shareholders.
Viasys Healthcare has filed with the U.S. Securities and Exchange
Commission a preliminary information statement on Form 10 containing details of
the distribution and information about Viasys Healthcare. On the distribution
date, Thermo Electron will mail the definitive information statement to Thermo
Electron shareholders entitled to receive the dividend, together with stock
certificates representing the distributed shares.
Viasys Healthcare designs, manufactures, and markets a variety of medical
devices, instruments, and specialty products for use in a range of healthcare
services. It operates through three divisions. The Respiratory Care group makes
instruments and equipment for the diagnosis and treatment of respiratory,
circulatory, and sleep-related disorders. The Neuro-Care group makes diagnostic
and monitoring devices for nerve, brain, hearing, and other disorders. The
Medical/Surgical Products group manufactures surgical implant components,
critical care tube-feeding systems, medical-grade polyurethanes, surgical
barrier-control systems, as well as a line of wireless patient-monitoring
systems. Products in development address solutions for the diagnosis and
treatment of asthma, stroke rehabilitation, advanced respiratory distress
syndrome, and systems used in the critical care and surgical arenas.
Headquartered in Philadelphia, Pennsylvania, Viasys Healthcare has operations in
California, Illinois, Massachusetts, Wisconsin, and Germany, and markets its
products worldwide. In 2000, it had revenues of approximately $346 million.
-more-
Thermo Electron Corporation is a global leader in providing
technology-based instruments, components, and systems that offer total solutions
for markets ranging from life sciences to telecommunications to food, drug, and
beverage production. The company's powerful technologies help researchers sift
through data to make discoveries that will fight disease or prolong life. They
allow manufacturers to fabricate critical components required to increase the
speed and quality of communications. And they automatically monitor and control
online production to ensure that quality standards are met safely and
efficiently. Thermo Electron, based in Waltham, Massachusetts, reported $2.3
billion in revenues in 2000 and employs approximately 12,000 people worldwide.
For more information on Thermo Electron, visit http://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 "Risk Factors"
in the company's Annual Report on Form 10-K for the fiscal year ended December
30, 2000. These include risks and uncertainties relating to: integration of the
company's instrument businesses, the ability to improve internal growth,
liquidity and prospective performance of a subsidiary to be spun off, the
company's guarantee of obligations of a subsidiary that was spun off, the effect
of exchange rate fluctuations on international operations, potential impairment
of goodwill, the need to develop new products and adapt to significant
technological change, dependence on customers that operate in cyclical
industries, the effect of changes in governmental regulations, and dependence on
customers' capital spending policies and government funding policies.
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