UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 6, 2005
THERMO ELECTRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Commission File Number 1-8002
Delaware 04-2209186
(State or other Jurisdiction of (IRS Employer Identification Number)
incorporation)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
THERMO ELECTRON CORPORATION
Explanatory Note
As previously reported in a Current Report on Form 8-K filed on May 12,
2005 (the "Initial Filing"), on May 9, 2005, Thermo Electron Corporation (the
"company") acquired the stock of certain businesses and assets that collectively
comprise the Kendro Laboratory Products division ("Kendro") of SPX Corporation
("SPX"). This Amendment No. 1 amends the Initial Filing to include the
historical financial statements of Kendro and the pro forma financial
information required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The following financial statements of Kendro are being filed with
this report as Exhibit 99.4 and are incorporated herein by
reference:
1) Report of Independent Registered Public Accounting Firm;
2) Combined Statement of Income for the three months ended March
31, 2005 and 2004 (unaudited) and for the year ended December
31, 2004;
3) Combined Balance Sheet as of March 31, 2005 (unaudited) and
December 31, 2004;
4) Combined Statement of Cash Flows for the three months ended
March 31, 2005 and 2004 (unaudited) and for the year ended
December 31, 2004;
5) Combined Statement of Comprehensive Income and Parent's
Investment for the three months ended March 31, 2005
(unaudited) and for the year ended December 31, 2004; and
6) Notes to Combined Financial Statements.
(b) Pro Forma Financial Information.
The following pro forma financial information is being filed with
this report as Exhibit 99.5 and are incorporated herein by
reference:
1) Unaudited pro forma condensed combined balance sheet as of
April 2, 2005;
2) Unaudited pro forma condensed combined statements of income
for the three months ended April 2, 2005 and the year ended
December 31, 2004; and
3) Notes to unaudited pro forma condensed combined financial
statements.
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THERMO ELECTRON CORPORATION
(c) Exhibits.
23.1 Consent of Deloitte & Touche LLP.
99.1 Credit Agreement among the company, the several banks and
other financial institutions or entities from time to time
parties thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Barclays Bank PLC, as Syndication
Agent, and ABN AMRO Bank, N.V., as Documentation Agent,
dated May 9, 2005.*
99.2 Amendment to Purchase Agreement among the company, the
indirect, wholly owned subsidiaries of the company named
therein, SPX, and the direct and indirect, wholly owned
subsidiaries of SPX named therein, dated May 6, 2005.*
99.3 Press Release dated May 9, 2005, announcing the closing of
the Kendro acquisition.*
99.4 Financial statements listed in Item 9.01(a).
99.5 Pro Forma financial information listed in Item 9.01(b).
*Previously filed as an exhibit to the company's Current Report on
Form 8-K filed May 12, 2005.
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THERMO ELECTRON CORPORATION
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 hereunto duly authorized.
THERMO ELECTRON CORPORATION
Date: July 22, 2005 /s/ Peter E. Hornstra
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Peter E. Hornstra
Corporate Controller and Chief Accounting Officer
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THERMO ELECTRON CORPORATION
EXHIBIT INDEX
Exhibit
Number Description
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23.1 Consent of Deloitte & Touche LLP.
99.1 Credit Agreement among the company, the several banks and other
financial institutions or entities from time to time parties
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
Barclays Bank PLC, as Syndication Agent, and ABN AMRO Bank,
N.V., as Documentation Agent, dated May 9, 2005.*
99.2 Amendment to Purchase Agreement among the company, the
indirect, wholly owned subsidiaries of the company named
therein, SPX, and the direct and indirect, wholly owned
subsidiaries of SPX named therein, dated May 6, 2005.*
99.3 Press Release dated May 9, 2005, announcing the closing of the
Kendro acquisition.*
99.4 Financial statements listed in Item 9.01(a).
99.5 Pro Forma financial information listed in Item 9.01(b).
*Previously filed as an exhibit to the company's Current Report on Form 8-K
filed May 12, 2005.
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