As filed with the Securities and Exchange Commission on October 23, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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THERMO FIBERTEK INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 52-1762325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
245 Winter Street
Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
THERMO FIBERTEK INC. AMENDED AND RESTATED EMPLOYEES' STOCK PURCHASE PLAN
(Full Title of the Plan)
Sandra L. Lambert, Secretary
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
(Name and Address of Agent for Service)
(781) 622-1000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Seth H. Hoogasian, Esq., General Counsel
Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02454-9046
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Maximum Amount of
securities to be Maximum Aggregate Registration
to be registered registered Offering Offering Price Fee
Price Per
Share
Common Stock, 750,000 $3.84375(1) $2,882,812.50(1) $761.07
$.01 par value shares
per share
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number of shares of
Thermo Fibertek's common stock as may be issuable in connection with adjustments
under the employee benefit plan described herein to reflect certain changes in
Thermo Fibertek's capital structure, including stock dividends or stock splits.
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act
of 1933. The calculation of the proposed maximum aggregate offering price
has been based upon (1) the registration hereunder of an aggregate of
750,000 shares and (2) the average of the high and low sales prices,
$3.9375 and $3.75, respectively, of Thermo Fibertek Inc.'s common stock on
the American Stock Exchange on October 18, 2000 as reported in the
consolidated transaction reporting system.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the respective participants in the plan registered hereunder pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Thermo Fibertek is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission. The following
documents, which are on file with the Commission, are incorporated in this
Registration Statement by reference:
(a) Thermo Fibertek's Annual Report on Form 10-K for the fiscal year
ended January 1, 2000, as amended.
(b) Thermo Fibertek's Quarterly Report on Form 10-Q for the quarter
ended April 1, 2000.
(c) Thermo Fibertek's Quarterly Report on Form 10-Q for the quarter
ended July 1, 2000.
(d) Thermo Fibertek's Current Report on Form 8-K filed with the
Commission on February 1, 2000.
(e) The description of the common stock which is contained in Thermo
Fibertek's Registration Statement on Form 8-A filed under the
Exchange Act, as such description may be amended from time to time.
All reports or proxy statements filed by Thermo Fibertek pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered herein have been sold, or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby has been passed upon by
Seth H. Hoogasian, Esq., General Counsel of Thermo Fibertek. Mr. Hoogasian is a
full-time employee of Thermo Electron Corporation ("Thermo Electron"), the
majority stockholder of Thermo Fibertek, is an officer of Thermo Fibertek and
Thermo Electron, and owns or has the right to acquire 19,274 shares of Common
Stock, 5,000 shares of Thermo Fibergen Inc., a majority-owned subsidiary of
Thermo Fibertek, and 432,413 shares of the common stock of Thermo Electron.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and Thermo Fibertek's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to Thermo
Fibertek and to its stockholders and provide for indemnification of Thermo
Fibertek's officers and directors for liabilities and expenses that they may
incur in such capacities. In general, officers and directors are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of Thermo Fibertek and, with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Thermo Fibertek also has
indemnification agreements with its directors and officers that provide for the
maximum indemnification allowed by law.
Thermo Electron has an insurance policy which insures the directors and
officers of Thermo Electron and its subsidiaries, including Thermo Fibertek,
against certain liabilities which might be incurred in connection with the
performance of their duties.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by Thermo Fibertek pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Thermo Fibertek's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Thermo Fibertek pursuant to the foregoing provisions, or otherwise,
Thermo Fibertek has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Thermo
Fibertek of expenses incurred or paid by a director, officer or controlling
person of Thermo Fibertek in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Thermo Fibertek will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Thermo
Fibertek certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 23rd
day of October, 2000.
THERMO FIBERTEK INC.
By: /s/ William A. Rainville
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William A. Rainville
Its: President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of Thermo Fibertek Inc.
hereby appoints Theo Melas-Kyriazi, Kenneth J. Apicerno, Seth H. Hoogasian and
Sandra L. Lambert, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ William A. Rainville President, Chief Executive October 23, 2000
- -------------------------- Officer and Director
William A. Rainville
/s/ Theo Melas-Kyriazi Chief Financial Officer October 23, 2000
- -------------------------- (Principal Financial and
Theo Melas-Kyriazi Accounting Officer)
/s/ Donald E. Noble Director October 23, 2000
- --------------------------
Donald E. Noble
/s/ Francis L. McKone Director October 23, 2000
- --------------------------
Francis L. McKone
/s/ Richard F. Syron Chairman and Director October 23, 2000
- --------------------------
Ricahrd F. Syron
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Seth H. Hoogasian, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Seth H. Hoogasian, Esq.
(contained in his opinion filed as Exhibit 5).
24 Power of Attorney (see signature pages to this
Registration Statement).
EXHIBIT 5
Thermo Fibertek Inc.
245 Winter Street
Waltham, Massachusetts 02451
October 23, 2000
Thermo Fibertek Inc.
245 Winter Street
Waltham, Massachusetts 02451
Re: Registration Statement on Form S-8 Relating to 750,000 Shares of the
Common Stock, $.01 par value, of Thermo Fibertek Inc.
Dear Sirs:
I am General Counsel to Thermo Fibertek Inc., a Delaware corporation (the
"Company"), and have acted as counsel in connection with the registration under
the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement"), of 750,000 shares of the Company's Common Stock, $.01 par value per
share (the "Shares") subject to Company's Amended and Restated Employees' Stock
Purchase Plan (the "Plan").
I or a member of my legal staff have reviewed the corporate proceedings
taken by the Company with respect to the authorization of the issuance of the
Shares. I or a member of my legal staff have also examined and relied upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of the Company
and have made all investigations of law and have discussed with the Company's
representatives all questions of fact that I have deemed necessary or
appropriate.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation validly existing and in corporate good
standing under the laws of the State of Delaware.
2. The issuance and sale of the Shares as contemplated in the Registration
Statement have been duly authorized by the Company.
3. The Shares, when issued and sold in accordance with the provisions of
the Plan, will be validly issued, fully paid and nonassessable.
This opinion is limited to the applicable provisions of the Delaware
Constitution, the General Corporation Law of the State of Delaware ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Seth H. Hoogasian
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Seth H. Hoogasian
General Counsel
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
February 9, 2000, included in Thermo Fibertek Inc.'s Annual Report on Form 10-K
for the year ended January 1, 2000, and to all references to our Firm included
in this registration statement.
Arthur Andersen LLP
Boston, Massachusetts
October 23, 2000