UNITED STATES
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
MAY 7, 2006
Date of Report (Date of earliest event reported)
THERMO ELECTRON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8002 04-2209186
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
81 Wyman Street, P.O. Box 9046 02454-9046
Waltham, Massachusetts
(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:
|X| 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))
ITEM 8.01 OTHER EVENTS.
On May 8, 2006, Thermo Electron Corporation ("Thermo Electron") and Fisher
Scientific International Inc. ("Fisher Scientific") issued a joint press release
announcing the execution of the Agreement and Plan of Merger, dated as of May 7,
2006, between Thermo Electron, Trumpet Merger Corporation, a wholly owned
subsidiary of Thermo Electron, and Fisher Scientific.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Additionally, Thermo Electron hereby files the Investor Presentation attached
hereto as Exhibit 99.2.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
In connection with the proposed merger, Thermo Electron will file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that will include a joint proxy statement of Thermo Electron and Fisher
Scientific that also constitutes a prospectus of Thermo Electron. Thermo
Electron and Fisher Scientific will mail the joint proxy statement/prospectus to
their respective stockholders. Investors and security holders are urged to read
the joint proxy statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information. You may obtain
a free copy of the joint proxy statement/prospectus (when available) and other
related documents filed by Thermo Electron and Fisher Scientific with the SEC at
the SEC's website at www.sec.gov. The joint proxy statement/prospectus (when it
is available) and the other documents may also be obtained for free by accessing
Thermo Electron's website at http://www.thermo.com under the heading "About
Thermo" and then under the heading "Investors" or by accessing Fisher
Scientific's website at http://www.fisherscientific.com under the tab "Investor
Info."
Thermo Electron, Fisher Scientific and their respective directors and executive
officers may be soliciting proxies from stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders in connection
with the proposed merger will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. You can find information
about Thermo Electron's executive officers and directors in Thermo Electron's
definitive proxy statement filed with the SEC on April 11, 2006. You can find
information about Fisher Scientific's executive officers and directors in their
definitive proxy statement filed with the SEC on April 6, 2006. You can obtain
free copies of these documents from Thermo Electron or Fisher Scientific
using the contact information above.
FORWARD-LOOKING STATEMENTS
Information set forth in this press release contains forward-looking statements,
which involve a number of risks and uncertainties. Thermo Electron and Fisher
Scientific caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially
from those contained in the forward-looking information. Such forward-
looking statements include, but are not limited to, statements about the
benefits of the business combination transaction involving Thermo Electron and
Fisher Scientific, including future financial and operating results, the new
company's plans, objectives, expectations and intentions and other statements
that are not historical facts.
Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth in Thermo
Electron's and Fisher Scientific's filings with the SEC, including their
respective Quarterly Reports on Form 10-Q for the first quarter of 2006. These
include risks and uncertainties relating to: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule; the risk that
the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or
suppliers; competition and its effect on pricing, spending, third-party
relationships and revenues; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving
internal growth; use and protection of intellectual property; dependence on
customers' capital spending policies and government funding policies;
realization of potential future savings from new productivity initiatives;
dependence on customers that operate in cyclical industries; general worldwide
economic conditions and related uncertainties; the effect of changes in
governmental regulations; exposure to product liability claims in excess of
insurance coverage; and the effect of exchange rate fluctuations on
international operations. The parties undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press release issued jointly by Thermo Electron Corporation and
Fisher Scientific International Inc., dated May 8, 2006
99.2 Investor Presentation of Thermo Electron Corporation and Fisher
Scientific International Inc., dated May 8, 2006
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 8th day of May, 2006.
THERMO ELECTRON CORPORATION
By: /s/ Seth H. Hoogasian
---------------------------------------
Name: Seth H. Hoogasian
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press release issued jointly by Thermo Electron Corporation and
Fisher Scientific International Inc., dated May 8, 2006
99.2 Investor Presentation of Thermo Electron Corporation and Fisher
Scientific International Inc., dated May 8, 2006