Item 1. Business
(a) General Development of Business
Thermo Voltek Corp. (the Company or the Registrant) designs, manufactures, and markets electromagnetic compatibility (EMC) testing instruments, high-voltage power-conversion systems, and programmable power amplifiers. The Company's EMC testing instruments simulate pulsed electromagnetic interference (pulsed EMI), radio frequency interference (RFI), and changes in AC voltage, to allow manufacturers of electronic systems and integrated circuits to test for resistance to those conditions. The Company's high-voltage power-conversion systems transform utility-supplied AC power into the DC voltages and currents required by the user. The Company's programmable power amplifiers have applications in EMC testing and other areas. The Company also provides EMC consulting and systems-integration services and distributes EMC-related products.
The Company was originally incorporated in 1960 under the name Universal Voltronics Corp. Thermedics Inc. (Thermedics), a publicly traded subsidiary of Thermo Electron Corporation (Thermo Electron), acquired a controlling interest in the Company's common stock in March 1990. In November 1992, the Company's name was changed to Thermo Voltek Corp. As of December 28, 1996, Thermedics owned 4,971,333 shares of the Company's common stock, representing 51% of such stock outstanding. In addition to the Company's products, Thermedics develops, manufactures, and markets product quality assurance systems, precision-weighing and inspection equipment, electrochemistry and microweighing products, explosives-detection devices, and moisture-analysis systems, as well as implantable heart-assist systems and other biomedical products. As of December 28, 1996, Thermo Electron owned 51,700 shares of the Company's common stock, representing 0.53% of such stock outstanding. These shares were purchased during 1996* in the open market for a total purchase price of $569,000. Thermo Electron is a world leader in environmental monitoring and analysis instruments, biomedical products such as heart-assist devices and mammography systems, papermaking and paper-recycling equipment, biomass electric power generation, and other specialized products and technologies. Thermo Electron also provides a range of services related to environmental quality.
Thermedics intends, for the foreseeable future, to maintain at least 50% ownership of the Company. This may require the purchase by Thermedics of additional shares (or convertible debentures that are then converted) of the Company from time to time as the number of outstanding shares of the Company increases. These or any other purchases by Thermedics may be made either in the open market or directly from the Company or Thermo Electron or pursuant to conversions of the subordinated convertible debentures issued by the Company to Thermedics. During 1996, Thermedics purchased 291,450 shares of the Company's common stock in the open market for a total purchase price of $4,169,000. See Notes 4 and 8 to Consolidated Financial Statements in the Company's 1996 Annual Report to Shareholders for a description of outstanding stock options and convertible obligations issued by the Company.
* References to 1996, 1995, and 1994 herein are for the fiscal years ended December 28, 1996, December 30, 1995, and December 31, 1994, respectively. 2PAGE
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Annual Report on Form 10-K. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the caption "Forward-looking Statements" in the Registrant's 1996 Annual Report to Shareholders incorporated herein by reference.
(b) Information About Industry Segments
The Company conducts business in one industry segment.
(c) Description of Business
Electronic Test Instruments and Services
The Company designs, manufactures, and markets electromagnetic compatibility (EMC) testing instruments and programmable power amplifiers. The Company's EMC testing instruments simulate pulsed electromagnetic interference (pulsed EMI), radio frequency interference (RFI), and changes in AC voltage, to allow manufacturers of electronic systems and integrated circuits to test for resistance to those conditions. The Company's programmable power amplifiers have applications in EMC testing and other areas. The Company also provides EMC consulting and systems-integration services and distributes EMC-related products. The market for EMC-testing equipment has developed due to the proliferation of digital electronics. Manufacturers of electronic systems and integrated circuits must engineer their products for immunity to pulsed EMI. The Company's products are used by these customers primarily for product development, design verification, and quality assurance, enabling them to meet higher levels of product performance, reliability, and safety, and to meet regulatory requirements, including a European Union (EU) directive that took effect on January 1, 1996, and industry standards.
The Company's EMC testing equipment falls into two main categories: (1) equipment to test completed electronic products and (2) equipment to test individual electronic components such as integrated circuits. The Company also manufactures power amplifiers and power-conversion systems for use in telecommunications equipment, and products that test for immunity to certain types of power quality failure. In addition, the Company offers EMC-consulting and systems-integration services and distributes a broad range of EMC-related products.
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Product Testing Equipment. In 1992, the Company's KeyTek Instrument (KeyTek) division introduced its ECAT(R) system, which integrates comprehensive pulsed EMI and power quality failure simulation and testing with built-in diagnostic capabilities. KeyTek also offers a range of lower-cost instruments designed to test completed products for a particular type of pulsed EMI. In 1994, the Company's Comtest Europe B.V. (Comtest) subsidiary, acquired in 1993, introduced its first commercial product. Called the G-Strip, this product, a radio frequency interference (RFI) immunity tester, analyzes how effectively electronics resist the effects of radio frequency emitted by other electronic devices.
Component Testing Equipment. Both the Verifier division of Comtest and KeyTek manufacture a range of products that utilize its electrostatic discharge (ESD) simulation technology to test integrated circuits and printed circuit boards for pulsed EMI immunity during product development, design verification, and quality assurance.
Power Amplifiers. On March 1, 1995, the Company acquired the assets of Kalmus Engineering Incorporated, a manufacturer of RF power amplifiers used to test products for immunity to conducted and radiated RFI. RF power amplifiers also are used in a variety of laboratory and test applications where precise control over power level and frequency are required; in medical imaging applications; and in wireless communications applications, broadcasting, and mobile data communications. On July 8, 1996, the Company acquired Pacific Power Source Corporation, a manufacturer of programmable power amplifiers that can be incorporated into EMC test equipment to assess how well electronics tolerate normal variations in the quality and quantity of AC voltage. These amplifiers are also used in other kinds of testing equipment and in application-specific power supplies.
EMC Services. Through Comtest, the Company distributes EMC-testing products for pulsed EMI and RFI immunity and emissions testing; provides a wide range of testing, consulting, training, and systems-integration services; and designs EMC test facilities. The Company also provides on-site management and service, and maintains testing and training facilities, at Comtest's Netherlands headquarters.
Telecommunications Power Supplies. Comtest manufactures specialized power supplies that are used in telecommunications equipment to maintain consistent power quality. These systems are of critical importance in areas of the world where utility-supplied power cannot be relied upon to maintain adequate power quality to operate telecommunications equipment.
Revenues from electronic test instruments and services were $44,081,000, $31,580,000, and $19,009,000, in 1996, 1995, and 1994, respectively.
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High-voltage Systems
Through its Universal Voltronics division, the Company designs, manufactures, and markets high-voltage power-conversion systems, modulators, and related high-voltage equipment for industrial, medical, and security processes, and defense and scientific research applications. These systems transform utility-supplied AC power into the DC voltages and currents required by the user and allow precise control over the performance level desired for each application.
Revenues from high-voltage systems were $4,426,000, $4,746,000, and $4,632,000, in 1996, 1995, and 1994, respectively.
Raw Materials
A number of the components of the Company's EMC-testing products are supplied by sole-source vendors. While the Company has not experienced significant difficulty in obtaining adequate supplies from these vendors, and believes that it would be able to identify alternate suppliers if necessary, there can be no assurance that the unanticipated loss of a single vendor would not result in delays in shipments or in the introduction of new products.
Backlog
The Company's backlog of firm orders is measured by the amount of unshipped orders and, with respect to long-term contracts, the amount of the contract reduced by the revenue that has been recognized to date on a percentage-of-completion basis. The Company's backlog was $10.3 million and $13.0 million as of December 28, 1996, and December 30, 1995, respectively. The Company believes that substantially all of the backlog at December 28, 1996, will be shipped or completed during the next 12 months.
Competition The Company is a leading supplier of pulsed EMI testing equipment. There are numerous companies worldwide that independently manufacture and market pulsed EMI test equipment for electronic products, and several more that independently manufacture and market component-reliability test equipment. The Company competes in this market primarily on the basis of performance, technical expertise, reputation, and price.
In the market for RF power amplifiers and programmable power amplifiers, the Company competes with several companies worldwide based primarily on technical expertise, reputation, and price.
In the market for high-voltage power supply systems of the general type manufactured and marketed by the Company, the Company competes with numerous companies for both contract and commercial sales primarily on the basis of technical expertise, product performance, reputation, and price.
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Substantially all of the Company's contract and commercial revenues are subject to intense competitive bidding. Some of the Company's competitors have substantially greater financial resources than those of the Company.
Research and Development
Research and development expenses for the Company were $3,618,000, $2,349,000, and $1,492,000 in 1996, 1995, and 1994, respectively.
Environmental Protection Regulations
The Company believes that compliance by the Company with federal, state, and local environmental protection regulations will not have a material adverse effect on its capital expenditures, earnings, or competitive position.
Number of Employees
As of December 28, 1996, the Company employed 299 people. Except for 10 employees at Universal Voltronics, none of the Company's employees is represented by a union. The Company believes that relations with its employees are good.
(d) Financial Information About Exports by Domestic Operations and About Foreign Operations
Financial information about exports by domestic operations and about foreign operations is summarized in Note 11 to Consolidated Financial Statements in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
(e) Executive Officers of the Registrant
Present Title (Year First Became Name Age Executive Officer) ------------------------ --- ------------------------------------ John W. Wood Jr. 53 Chairman of the Board and Chief Executive Officer (1990) Colin I.W. Baxter 65 President and Chief Operating Officer (1997) Michael D. Norton 44 Vice President (1992) Dominick R. Congiusti 68 Vice President (1994) John N. Hatsopoulos 62 Chief Financial Officer (1990) Paul F. Kelleher 54 Chief Accounting Officer (1990) Each executive officer serves until his successor is chosen or appointed by the Board of Directors and qualified or until his earlier resignation, death, or removal. Messrs. Wood, Hatsopoulos, and Kelleher have held comparable positions for at least five years either with the Company, Thermedics, or Thermo Electron. Mr. Baxter has been President and Chief Operating Officer of the Company since January 1997. Mr. Baxter has been President of the Company's Kalmus division since May 1995, and from July 1996 to January 1997 was President of the Company's Pacific
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Power division. Prior to joining the Company, Mr. Baxter was President and Chief Executive Officer of Dranetz Technologies, Inc., a designer and manufacturer of electronic instruments for measuring and monitoring electrical power quality, demand, and sequence of events recorders. Mr. Norton has been a Vice President of the Company since December 1992, and has held various positions at KeyTek since 1987, most recently serving as President from January 1993 to January 1997. Mr. Congiusti has been a Vice President of the Company since December 1994. He has been President of Universal Voltronics since December 1993, was Vice President of Operations of Universal Voltronics from 1992 to 1993, and Director of Manufacturing of Universal Voltronics from 1991 to 1992. Mr. Wood is a Senior Vice President of Thermo Electron and the President and Chief Executive Officer of Thermedics but devotes such portion of his time to the affairs of the Company as the Company's needs reasonably require. Messrs. Hatsopoulos and Kelleher are full-time employees of Thermo Electron but devote such time to the affairs of the Company as the Company's needs reasonably require.
Item 2.
Item 2. Properties
The Company owns approximately 45,000 square feet of office, engineering, laboratory, and production space in Mount Kisco, New York, and leases approximately 100,000 square feet of office, engineering, laboratory, and production space under leases expiring from 1997 to 2003, principally in Massachusetts, Washington, California, The Netherlands, and the United Kingdom. The Company believes that these facilities are in good condition and are suitable and adequate for its present operations, and that suitable space is readily available if any of such leases are not extended.
Item 3.
Item 3. Legal Proceedings
Not applicable.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information concerning the market and market price for the Registrant's common stock, $.05 par value, and dividend policy is included under the sections labeled "Common Stock Market Information" and "Dividend Policy" in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
The information required under this item is included under the sections labeled "Selected Financial Information" and "Dividend Policy" in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required under this item is included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of December 28, 1996, and Supplementary Data are included in the Registrant's 1996 Annual Report to Shareholders and are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
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PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required under this item is incorporated herein by reference from the material contained under the caption "Election of Directors" in the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the fiscal year. The information concerning delinquent filers pursuant to Item 405 of Regulation S-K is incorporated herein by reference from the material contained under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" under the caption "Stock Ownership" in the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the fiscal year.
Item 11.
Item 11. Executive Compensation
The information required under this item is incorporated herein by reference from the material contained under the caption "Executive Compensation" in the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the fiscal year.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by reference from the material contained under the caption "Stock Ownership" in the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the fiscal year.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by reference from the material contained under the caption "Relationship with Affiliates" in the Registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the fiscal year.
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PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the list below are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in the list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference are set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this Item 14
Information incorporated by reference from Exhibit 13 filed herewith:
Consolidated Statement of Income Consolidated Balance Sheet Consolidated Statement of Cash Flows Consolidated Statement of Shareholders' Equity Notes to Consolidated Financial Statements Report of Independent Public Accountants
Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the financial statements or in the notes thereto.
(b)Reports on Form 8-K
None.
(c)Exhibits
See Exhibit Index on the page immediately preceding exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 14, 1997 THERMO VOLTEK CORP.
By: John W. Wood Jr. ------------------- John W. Wood Jr. Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below, as of March 14, 1997.
Signature Title --------- -----
By: John W. Wood Jr. Chairman of the Board, Chief Executive --------------------- John W. Wood Jr. Officer, and Director
By: John N. Hatsopoulos Vice President and Chief Financial --------------------- John N. Hatsopoulos Officer
By: Paul F. Kelleher Chief Accounting Officer --------------------- Paul F. Kelleher
By Elias P. Gyftopoulos Director --------------------- Elias P. Gyftopoulos
By: William W. Hoover Director --------------------- William W. Hoover
By: Sandra L. Lambert Director --------------------- Sandra L. Lambert
By: Theo Melas-Kyriazi Director --------------------- Theo Melas-Kyriazi
By: Peter Richman Director --------------------- Peter Richman 11PAGE
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo Voltek Corp.:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in Thermo Voltek Corp.'s Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 6, 1997. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in Item 14 on page 10 is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the consolidated financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts February 6, 1997
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SCHEDULE II
THERMO VOLTEK CORP.
Valuation and Qualifying Accounts (In thousands)
Balance Provision Balance at Charged Accounts at Beginning to Written End of Description of Year Expense Off Other (a) Year -------------------------------------------------------------------------- Year Ended December 28, 1996
Allowance for Doubtful Accounts $446 $103 $(11) $49 $587
Year Ended December 30, 1995
Allowance for Doubtful Accounts $343 $135 $(51) $ 19 $446
Year Ended December 31, 1994
Allowance for Doubtful Accounts $354 $101 $(147) $ 35 $343
(a) Allowances of businesses acquired during the year as described in Note 3 to Consolidated Financial Statements in the Registrant's 1996 Annual Report to Shareholders and the effect of foreign currency translation.
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EXHIBIT INDEX
Exhibit Number Description of Exhibit ------------------------------------------------------------------------
2.1 Asset Purchase Agreement dated March 1, 1995, among KeyTek Instrument Division of Thermo Voltek Corp., Kalmus Engineering Incorporated, RF Power Labs, Incorporated, and Frank Kalmus (filed as Exhibit 2.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 [File No. 1-10574] and incorporated herein by reference). Pursuant to Item 601(b)(2) of Regulation S-K, schedules to this Agreement have been omitted. The Company hereby undertakes to furnish supplementally a copy of such schedules to the Commission upon request.
2.2 Asset Purchase Agreement dated as of July 3, 1996, between the Registrant and Pacific Power Source Corporation (filed as Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 29, 1996 [File No. 1-10574] and incorporated herein by reference). Pursuant to Item 601(b)(2) of Regulation S-K, schedules to this Agreement have been omitted. The Company hereby undertakes to furnish supplementally a copy of such schedules to the Commission upon request.
3.1 Restated Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended January 2, 1993 [File No. 1-10574] and incorporated herein by reference).
3.2 Composite Restatement of By-Laws, as amended (filed as Exhibit 3.2 to the Registrant's Transition Report on Form 10-K for the six months ended December 29, 1990 [File No. 1-10574] and incorporated herein by reference).
4.1 Agreement between the Registrant and Thermedics dated June 5, 1992, for Purchase of Note (filed as Exhibit 4 to the Registrant's Current Report on Form 8-K dated June 5, 1992 [File No. 1-10574] and incorporated herein by reference).
4.2 Fiscal Agency Agreement dated as of November 19, 1993, among the Registrant, Thermo Electron, and Chemical Bank (filed as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-10574] and incorporated herein by reference).
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EXHIBIT INDEX
Exhibit Number Description of Exhibit ------------------------------------------------------------------------
4.3 Guarantee Reimbursement Agreement dated February 7, 1994, among the Registrant, Thermedics, Thermo Cardiosystems Inc., and Thermo Electron (filed as Exhibit 4.4 to Thermedics' Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-9567] and incorporated herein by reference).
10.1 Amended and Restated Corporate Services Agreement dated January 3, 1993, between Thermo Electron and the Registrant (filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended January 2, 1993 [File No. 1-10574] and incorporated herein by reference).
10.2 Form of Indemnification Agreement for Directors and Officers of the Registrant (filed as Exhibit 10.13 to the Registrant's Transition Report on Form 10-K for the six months ended December 29, 1990 [File No. 1-10574] and incorporated herein by reference).
10.3 Thermo Electron Corporate Charter as amended and restated effective January 3, 1993 (filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the year ended January 2, 1993 [File No. 1-10574] and incorporated herein by reference).
10.4 Consulting Agreement between the Registrant and Peter Richman, as of August 5, 1993 (filed as Exhibit 10.25 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 3, 1993 [File No. 1-10574] and incorporated herein by reference).
10.5 Lease Agreement dated August 2, 1993, between Comtest Invest B.V. and Comtest Instrumentation B.V. (filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-10574] and incorporated herein by reference).
10.6 Note dated July 2, 1993, from the Registrant to Thermo Electron Corporation (filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 [File No. 1-10574] and incorporated herein by reference).
10.7 Amended and Restated Master Repurchase Agreement dated as of July 2, 1996, between the Registrant and Thermo Electron.
10.8 - 10.18 Reserved.
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EXHIBIT INDEX
Exhibit Number Description of Exhibit ------------------------------------------------------------------------
10.19 1985 Stock Option Plan of the Registrant (filed as Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1985 [File No. 0-8245] and incorporated herein by reference). (Maximum number of shares issuable is 300,000 shares, after adjustment to reflect 1-for-3 reverse stock split effected in November 1992 and 3-for-2 stock splits effected in November 1993 and August 1996.)
10.20 1990 Stock Option Plan, as amended, of the Registrant (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 2, 1994 [File No. 1-10574] and incorporated herein by reference). (Maximum number of shares issuable is 600,000 shares, after adjustment to reflect share increases in 1993 and 1994, 1-for-3 reverse stock split effected in November 1992, and 3-for-2 stock splits effected in November 1993 and August 1996.)
10.21 Equity Incentive Plan of the Registrant (filed as Exhibit 10.49 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 [File No. 1-11406] and incorporated herein by reference).
In addition to the stock-based compensation plans of the Registrant, the executive officers of the Registrant may be granted awards under stock-based compensation plans of Thermo Electron and Thermedics for services rendered to the Registrant or such affiliated corporations. Thermo Electron's plans were filed as Exhibits 10.21 through 10.44 to the Annual Report on Form 10-K of Thermo Electron for the fiscal year ended December 30, 1995, [File No. 1-8002] and as Exhibit 10.19 to the Annual Report on Form 10-K of Trex Medical Corporation for the fiscal year ended September 28, 1996 [File No. 1-11827], and Thermedics' plans were filed as Exhibits 10.18 through 10.22 to the Annual Report on Form 10-K of Thermedics for the fiscal year ended December 28, 1996 [File No. 1-9567], and are incorporated herein by reference.
10.22 Deferred Compensation Plan for Directors of the Registrant (filed as Exhibit 10.23 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 3, 1993 [File No. 1-10574] and incorporated herein by reference).
10.23 Directors' Stock Option Plan of the Registrant (filed as Exhibit 10.23 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 [File No. 1-11406] and incorporated herein by reference).
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EXHIBIT INDEX
Exhibit Number Description of Exhibit ------------------------------------------------------------------------
10.24 Restated Stock Holdings Assistance Plan and Form of Promissory Note.
11 Statement re: Computation of Earnings per Share.
13 Annual Report to Shareholders for the year ended December 28, 1996 (only those portions incorporated herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.