View:
As filed with the Securities and Exchange
Commission on August 27, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
Registration Statement
Under
The Securities Act of 1933
__________________
THERMO FIBERTEK INC.
(Exact name of registrant as specified in its charter)
------------------
Delaware 52-1762325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
81 Wyman Street
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________
Sandra L. Lambert, Secretary
Thermo Fibertek Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
(617) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Seth H. Hoogasian, Esquire
General Counsel
Thermo Fibertek Inc.
c/o Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02254-9046
______________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
has become effective.
PAGE
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ x ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
__________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
registered registered Share Offering Price Fee
Common Stock,
$.01 par 12,644,628 $11.28 $142,647,210 $43,227
value per shares
share
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) based on the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on August 22, 1997.
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PAGE
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PAGE
PROSPECTUS
12,644,628 Shares
THERMO FIBERTEK INC.
Common Stock
This Prospectus relates to the resale of 12,644,628 shares
(the "Shares") of Common Stock, par value $.01 per share (the
"Common Stock"), of Thermo Fibertek Inc. (the "Company") issuable
upon conversion of $153,000,000 principal amount of the Company's
outstanding 4-1/2% Convertible Subordinated Debentures due 2004
(the "Debentures"). The Debentures are convertible, at the
option of the holder (a "Selling Shareholder"), at a conversion
price of $12.10 per share, subject to adjustment for certain
events. The Shares may be offered from time to time in
transactions on the American Stock Exchange, in negotiated
transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. Such transactions may be effected by the sale of the
Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the sellers and/or the purchasers of the Shares
for whom such broker-dealers may act as agent or to whom they
sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). The
sellers of the Shares and any broker-dealer who acts in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and any commission
received by them and profit on any resale of the Shares as
principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
None of the proceeds from the sale of the Shares will be
received by the Company. The Company has agreed to bear all
expenses (other than underwriting discounts and selling
commissions, and fees and expenses of counsel or other advisors
to the sellers of the Shares) in connection with the registration
and sale of the Shares being registered hereby. The Company has
agreed to indemnify the sellers of the Shares against certain
liabilities, including liabilities under the Securities Act as
underwriter or otherwise.
_____________
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. All information contained in this Prospectus
is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy any security other
than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any offer to buy any
security other than the securities covered by this Prospectus,
nor does it constitute an offer to or solicitation of any person
in any jurisdiction in which such offer or solicitation may not
be lawfully made.
_________, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission also maintains a Web
site at (http:\\www.sec.gov). The Common Stock of the Company is
listed on the American Stock Exchange, and the reports, proxy
statements and other information filed by the Company with the
Commission can be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
The Company has filed with the Commission a registration
statement (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect
to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement,
copies of which may be obtained upon payment of the fees
prescribed by the Commission from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Seven World Trade
Center, New York, New York, 10048 and at 500 West Madison Street,
Chicago, Illinois, 60661.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of such person, a copy of any or all
of the documents that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to:
Sandra L. Lambert, Secretary, Thermo Fibertek Inc., 81 Wyman
Street, P. O. Box 9046, Waltham, Massachusetts 02254-9046
(telephone number: (617) 622-1000).
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THE COMPANY
The Company designs and manufactures processing machinery,
products and accessories for the paper and paper-recycling
industries. The Company's principal products include
custom-engineered systems and equipment for the preparation of
wastepaper for conversion into recycled paper; accessory
equipment and related consumables important to the efficient
operation of papermaking machines; and water-management systems
essential for draining, purifying and recycling process water.
The Company's predecessors have been in operation for more
than 80 years, and the Company has a large, stable customer base
that includes most papermakers worldwide. The Company seeks to
expand its business through the introduction of new products and
technologies to these customers. The Company currently
manufactures its products in several countries in Europe and
North America, and licenses certain of its products for
manufacture in South America and the Pacific Rim.
Recycling Equipment. The Company develops, designs and
manufactures custom-engineered systems that remove debris,
impurities and ink from wastepaper, and process it into a fiber
mix used to produce either white or brown grades of recycled
paper. The Company offers more than 20 products related to all
aspects of the recycling process, including pulping and trash
removal systems that convert wastepaper into pulp, thus
increasing the efficiency of debris removal; poires, or
scavengers, that remove large debris; cleaning and screening
systems that remove contaminants such as metals, sand, plastic,
glue and "stickies" from the pulp mixture; de-inking systems that
remove ink particles from the pulp mixture; and reject-handling
and water-treatment systems, including gravity type strainers and
in-line filtration systems, as well as compactors and sand
separators designed to recapture "good" fiber rejected with
debris in the primary process line.
Accessories. The Company designs, develops and manufactures
a wide range of accessories that continuously clean the rolls of
a papermaking machine, remove the sheet, or web, from the roll,
automatically cut the web during sheet breaks, and remove curl
from the sheet. These functions are critical for paper
manufacturers because they help avoid potential catastrophic
damage to the papermaking equipment while reducing expensive
machine downtime and improving paper quality. Accessories
include doctors and related equipment that shed the sheet from
the roll during sheet breaks and start-ups and keep rolls clean;
and profiling systems that help ensure a uniform gloss on the web
and control moisture and curl within the sheet.
Water-management Systems. The Company designs, develops and
manufactures equipment used to drain water from the pulp's
slurry, form the sheet web and reuse the process water. The
systems include formation tables that control the amount of water
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removed from the pulp slurry to form the paper web; showers and
felt conditioning systems, used to clean and condition the
fabrics and felts which in turn are used to transport the paper
web through various stages of the papermaking machine; and
water-filtration systems, consisting of pressure, gravity and
vacuum assisted filters and strainers used to remove extraneous
contaminants from the process water before reuse and to recover
reusable fiber for recycling back into the pulp slurry.
Thermo Fibergen. The Company's majority-owned Thermo
Fibergen Inc. subsidiary ("Thermo Fibergen") is currently
developing equipment and systems to recover materials from
papermaking sludge generated by plants that produce virgin and
recycled pulp and paper. Thermo Fibergen's GranTek Inc.
subsidiary employs patented technology to produce absorbing
granules from papermaking sludge. These granules, marketed under
the trade name BIODAC (R), are currently used as a carrier to
deliver agricultural chemicals for professional turf, home lawn
and garden, agricultural row crop and mosquito-control
applications.
The Company faces significant competition in each of its
principal markets. The Company competes principally on the basis
of quality, service, technical expertise, product innovation, and
price. The Company believes that the reputation it has
established since its inception for quality products and in-depth
process knowledge provides it with a competitive advantage.
ACQUISITION OF THE STOCK-PREPARATION BUSINESS OF THE BLACK
CLAWSON COMPANY
In May 1997, the Company acquired the stock-preparation
business, excluding the French subsidiary, of the Black Clawson
Company and its affiliates ("Black Clawson"). In August 1997,
the Company acquired the stock-preparation business of Black
Clawson's French subsidiary. Black Clawson is a leading supplier
of recycling equipment used in processing fiber for the
manufacture of "brown paper," such as that used to make
corrugated boxes and other containers.
The purchase price for Black Clawson's stock-preparation
business was approximately $108 million in cash. The purchase
price is subject to a post-closing adjustment equal to the amount
by which the net tangible assets of the business acquired as of
the closing date are greater or less than, as the case may be,
certain target amounts set forth in the Asset Purchase Agreement
dated as of May 22, 1997 between the Company, and certain of its
affiliates, and the Black Clawson Company, and certain of its
affiliates. To finance the acquisition, the Company borrowed
approximately $110 million from Thermo Electron Corporation
("Thermo Electron") at an interest rate equal to the 90-day
Commercial Paper Composite Rate plus 25 basis points, set at the
beginning of each quarter. The Company repaid all of such
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indebtedness with the net proceeds from the sale of the
Debentures.
Black Clawson designs, engineers, manufactures and
distributes paper stock-preparation systems and pulp processing
systems, which are used in the recycling of waste paper and
paperboard into wholly or partially recycled paper products and
in the preparation of virgin pulp and paper. Black Clawson also
supplies the customers of its stock-preparation systems with
replacement and spare parts. In addition, Black Clawson's
extensive research and development capabilities allow it to
provide technologically advanced solutions to its customers'
needs for pulp processing and stock-preparation systems. Black
Clawson can design, engineer and supply substantially all of the
components of a pulp processing and stock-preparation system for
its customers.
Principal Products
Black Clawson's stock-preparation equipment uses various
methods, including hydrapulper technology, to prepare waste-paper
and virgin pulp for recycling and formulation into paper stock.
The hydrapulper system processes cellulose fibers by blending
wastepaper with water and chemicals to break larger fibers down
into individual fibers and fiber bundles, which can then be
processed and reformulated into paper products. Other products
manufactured by Black Clawson include high density cleaning
systems, used to remove metal and sand from paper to be recycled;
screening systems, used in processing brown paper stock; pulp
washers, used in virgin pulp mills to remove chemicals and
cooking residues from the pulp; stock thickeners, used to drain
water from paper stock to increase the consistency of the
finished product; and dispersers, used to break up ink particles
to facilitate their removal from paper being processed.
In prior years, approximately one-third of Black Clawson's
revenue has come from sales of spare parts and service on the
installed base of its equipment. Black Clawson has established a
network of five independent repair and service centers which
respond to customer requests for repairs or replacements. These
centers purchase all required component parts for repairs from
Black Clawson and replace or repair units to customer
specifications.
Sales and Marketing
Black Clawson uses a multi-faceted approach to the sale and
marketing of its products, combining direct sales to mills,
exclusive sales representatives, distribution agreements and
licensees. Black Clawson has teams of sales engineers based
worldwide, who are responsible for the supervision of equipment
installation, process and equipment troubleshooting, on-site
customer training, operation and maintenance seminars, and system
and process optimization at customers' mills. Black Clawson also
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relies on an international network of exclusive sales
representatives and distributors. In particular, Black Clawson
has concentrated on developing and strengthening its
representative and distributor network in Southeast Asia and
China, as most of the recent growth in the pulp and paper
industry has been in those areas.
Integration Strategy
The Company intends to integrate Black Clawson with its
existing operations to rationalize the combined manufacturing,
distribution and administrative functions. In particular, the
Company expects to consolidate certain operations in North
America and Europe. The Company also intends to take advantage
of Black Clawson's presence in the Southeast Asia and China
markets for recycled paper equipment. There can be no assurance,
however, that the Company will be able to successfully integrate
Black Clawson with its existing business.
Competition
Black Clawson's major competitors in the market for its
stock-preparation equipment are Voith Sulzer Papiertechnik GmbH,
Beloit Corporation, Sunds Defibrator, Maschinen Fabrik Andritz
AG, Kvaerner Pulping Technologies, Ahlstrom Machine Company, and
Celleco AB. Smaller niche suppliers also exist in various
markets served by Black Clawson. The principal competitive
factors in the sale of Black Clawson's paper recycling and
stock-preparation equipment are technology, product
differentiation, engineering expertise, price, delivery
capability, quality and service.
GENERAL
The Company was incorporated on November 12, 1991 as a
wholly owned subsidiary of Thermo Electron. The Company
commenced an initial public offering of its Common Stock on
October 9, 1992. Thermo Electron owned approximately 88.1% of
the total outstanding shares of the Company's Common Stock as of
July 31, 1997. The Company's principal executive offices are
located at 81 Wyman Street, Waltham, Massachusetts 02254, and its
telephone number is (617) 622-1000.
SELLING SHAREHOLDERS
The Selling Shareholders currently hold Debentures
convertible into the Shares which are the subject of this
Prospectus. It is unknown if, when or in what amounts a Selling
Shareholder may offer Shares for sale and the names of the
Selling Shareholders who may sell the Shares. There is no
assurance that the Selling Shareholders will sell any or all of
the Shares offered hereby.
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Because the Selling Shareholders may offer all or some of
the Shares pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of
the Shares that will be held by the Selling Shareholders after
completion of this offering, no estimate can be given as to the
principal amount of the Shares that will be held by the Selling
Shareholders after completion of this offering.
Other than as a result of the ownership of the Debentures,
to the best of the Company's knowledge, none of the Selling
Shareholders had any material relationship with the Company
within the three year period ending on the date of this
Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, as amended.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1997.
(3) The Company's Current Report on Form 8-K, filed with
the Commission on June 4, 1997, as amended by Amendment
Nos. 1 and 2 on Form 8-K/A filed with the Commission on
June 20, 1997 and August 5, 1997, respectively, with
respect to the acquisition of the stock-preparation
business of the Black Clawson Company and its
affiliates.
(4) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 28, 1997.
(5) The Company's Current Report on Form 8-K, filed with
the Commission on July 16, 1997, with respect to the
sale of the Debentures.
(6) The description of the Common Stock which is contained
in the Company's Registration Statement on Form 8-A,
filed under the Exchange Act, as amended.
All reports or proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
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or superseded for purposes of this Prospectus to the extent that
a statement contained herein modifies, supersedes or replaces
that statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been
passed upon by Carl F. Barnes, Esq., Deputy General Counsel of
the Company. Mr. Barnes owns or has the right to acquire,
pursuant to the exercise of stock options, shares of the Common
Stock of the Company and the common stock of Thermo Electron, the
fair market value of which exceeds $50,000.
EXPERTS
The financial statements of the Company and the
Stock-Preparation Business of Black Clawson Company and
Subsidiaries and the financial statement schedule of the Company
incorporated by reference in the Registration Statement of which
this Prospectus forms a part have been audited by Arthur Andersen
LLP, independent public accountants, to the extent and for the
periods as indicated in their reports with respect thereto, and
are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the
issuance and distribution of the securities being registered are
as follows. All amounts are estimated except the Securities and
Exchange Commission registration fee and the American Stock
Exchange listing fee.
Amount
------
Securities and Exchange Commission Registration Fee $43,227
American Stock Exchange listing fee ................ 17,500
Legal fees and expenses ............................ 1,000
Accounting fees and expenses ....................... 5,000
Miscellaneous ...................................... 1,000
Total ......................................... $67,727
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's
Certificate of Incorporation and By-Laws limit the monetary
liability of directors to the Company and to its stockholders and
provide for indemnification of the Company'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 the Company, and with respect to any criminal action
or proceeding, actions that the indemnitee had no reasonable
cause to believe were unlawful. The Company 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 the Company, against certain liabilities which might be
incurred in connection with the performance of their duties.
Item 16. Exhibits.
See the Exhibit Index included immediately preceding the
exhibits to this Registration Statement.
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Item 17. 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 a 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 registration
statement is on Form S-3, Form S-8 or Form F-3,
and 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 the Registrant
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
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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 the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant 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 the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant 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, the
Registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 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 27th
day of August, 1997.
THERMO FIBERTEK INC.
By: /s/William A. Rainville
------------------------
William A. Rainville,
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints John N.
Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L.
Lambert and Melissa F. Riordan, and each of them, as his true and
lawful attorneys-in-fact and agents for the undersigned, with
full power of substitution, for and in the name, place and stead
of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
President, Chief
Executive Officer and
/s/William A. Rainville Director August 27, 1997
William A. Rainville
Vice President, Chief
Financial Officer and
/s/John N. Hatsopoulos Director August 27, 1997
John N. Hatsopoulos
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Signature Title Date
--------- ----- ----
Chief Accounting
/s/Paul F. Kelleher Officer August 27, 1997
Paul F. Kelleher
/s/Walter J. Bornhorst Director August 27, 1997
Walter J. Bornhorst
Director August 27, 1997
George N. Hatsopoulos
Chairman of the Board August 27, 1997
/s/Donald E. Noble and Director
Donald E. Noble
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
------ ---------------------- --------
5.1 Opinion of Carl F. Barnes, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Carl F. Barnes, Esq.
(contained in Exhibit 5)
24.1 Power of Attorney (See Signature Page)
AA972310025
EXHIBIT 5.1
THERMO FIBERTEK INC.
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
August 27, 1997
Thermo Fibertek Inc.
81 Wyman Street
P. O. Box 9046
Waltham, Massachusetts 02254-9046
Re: Registration Statement on Form S-3
Dear Sirs:
I am Deputy 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-3 (the "Registration Statement"), of
12,644,628 shares (the "Shares") of Common Stock, par value $.01
per share, of the Company issuable upon conversion of
$153,000,000 principal amount of the Company's outstanding 4-1/2%
Convertible Subordinated Debentures due 2004 (the "Debentures").
I or a member of my 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
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 duly organized, 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.
PAGE
3. The Shares, when issued upon conversion of the
Debentures, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Very truly yours,
/s/ Carl F. Barnes
Deputy General Counsel
CFB/bb
Exhibit 23.1
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 3, 1997 (except with respect to the matter
discussed in Note 14 as to which the date is February 26, 1997),
included in Thermo Fibertek Inc.'s Form 10-K, for the year ended
December 28, 1996, and our report dated August 4, 1997, for the
stock-preparation business of Black Clawson Company and
Subsidiaries included in Thermo Fibertek Inc.'s Current Report on
Form 8-K/A dated May 22, 1997 (as amended June 20, 1997 and
August 5, 1997), and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Boston, Massachusetts