-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4upw+qQUN0Kb9/iDasZaQ7csxYtX4pNMffaTaB+DN/X3Y2ns6lKSnGdb1frtjLR FFVlopYb3jAer0IeoOQ3Ag== 0000097745-97-000018.txt : 19970225 0000097745-97-000018.hdr.sgml : 19970225 ACCESSION NUMBER: 0000097745-97-000018 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970205 SROS: AMEX SROS: NYSE GROUP MEMBERS: THERMO ECOTEK CORPORATION GROUP MEMBERS: THERMO ELECTRON CORP GROUP MEMBERS: THERMO ELECTRON CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KFX INC CENTRAL INDEX KEY: 0000912365 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 841079971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48425 FILM NUMBER: 97518302 BUSINESS ADDRESS: STREET 1: 1999 BROADWAY STREET 2: STE 3200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032932992 MAIL ADDRESS: STREET 1: 1999 BROADWAY STREET 2: SUITE 3200 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: P O BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02254 BUSINESS PHONE: 6176221000 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) KFx, Inc. ------------------ (Name of Issuer) Common Stock, $.001 par value --------------------------------------------------- (Title of Class of Securities) 48245L107 ---------------- (CUSIP Number) Seth H. Hoogasian, Esq. Thermo Electron Corporation General Counsel 81 Wyman Street (617) 622-1000 Waltham, MA 02254 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31. 1997 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 2 of 11 Pages NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermo Electron Corporation IRS No. 04-2209186 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 12,300 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 EACH 9 SOLE DISPOSITIVE POWER 12,300 REPORTING 10 SHARED VOTING POWER PERSON WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ X ] 12,300 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.1% 14 TYPE OF REPORTING PERSON * HC, CO PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 3 of 11 Pages NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thermo Ecotek Corporation IRS No. 04-3072335 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 4,250,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER 4,250,000 REPORTING 10 SHARED VOTING POWER PERSON WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,250,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.8 14 TYPE OF REPORTING PERSON * CO PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 4 of 11 Pages The following information in this Amendment No. 2 to Schedule 13D supersedes the information reported by Thermo Electron Corporation and Thermo Ecotek Corporation in their original filing of Schedule 13D on August 28, 1995, as amended. Item 1. Security and Issuer. This Schedule 13D relates to the shares of common stock, $.001 par value per share (the "Shares"), of KFx Inc. (the "Issuer"). The Issuer's principal executive offices are located at 1999 Broadway, Suite 2505, Denver, Colorado 80202. Item 2. Identity and Background. This Schedule 13D is being filed by Thermo Electron Corporation ("Thermo Electron") and Thermo Ecotek Corporation ("Thermo Ecotek"). The principal business address of Thermo Electron is 81 Wyman Street, Waltham, Massachusetts 02254. The principal business address of Thermo Ecotek is 245 Winter Street, Waltham, Massachusetts 02154. Both Thermo Electron and Thermo Ecotek are Delaware corporations. Thermo Ecotek is an 83%-owned public subsidiary of Thermo Electron. Thermo Electron's principal businesses include the development, manufacture and marketing of analytical and environmental-monitoring instruments, biomedical products, papermaking and recycling equipment, biomass electric power generation and other specialized products. Thermo Electron also provides a range of services related to environmental quality. Thermo Ecotek is involved in clean combustion and engineered clean fuels as well as a range of other environmentally sound technologies. Appendix A attached to this Schedule 13D sets forth with respect to each executive officer and director of Thermo Electron and Thermo Ecotek his or her (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship. To the knowledge of Thermo Electron, there is no person who may be deemed to be a controlling person of Thermo Electron. During the last five years, neither Thermo Electron, Thermo Ecotek nor (to the knowledge of Thermo Electron or Thermo Ecotek) any executive officer or director of Thermo Electron or Thermo Ecotek has been (a) convicted in a criminal proceeding, or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws. PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 5 of 11 Pages Item 3. Source and Amount of Funds or Other Consideration. The purchase price for all of the Shares purchased by Thermo Ecotek and Thermo Electron was funded from working capital. Item 4. Purpose of Transaction. The 4,250,000 Shares beneficially owned by Thermo Ecotek consist of (a) 1,500,000 Shares purchased by Thermo Ecotek for a price of $2.00 per share on August 29, 1995 pursuant to a Stock Purchase Agreement between Thermo Ecotek and the Issuer dated August 18, 1995 (the "Purchase Agreement"), (b) 1,500,000 Shares purchased by Thermo Ecotek for a price of $2.00 per share pursuant to the Purchase Agreement on December 28, 1995 and (c) 1,250,000 shares purchased by Thermo Ecotek for a price of $2.00 per share pursuant to the Purchase Agreement on January 31, 1997. Simultaneously with the execution of the Purchase Agreement, the Issuer granted to Thermo Ecotek a warrant to purchase an additional 7,750,000 Shares ("Warrant A") at a price of $3.65 per Share and a warrant to purchase a number of Shares that, in addition to all other Shares owned by Thermo Ecotek, would result in Thermo Ecotek owning 51% of the Shares on a fully-diluted basis ("Warrant B" and, collectively with Warrant A, the "Warrants") at a price per Share equal to the market price of a Share at the time of exercise. The Warrants are not exercisable until January 1, 2000. The parties have entered into a Registration Rights Agreement covering all of the Shares issuable pursuant to the Purchase Agreement and the Warrants. In addition, Thermo Ecotek, the Issuer and Theodore Venners, Chairman of the Board of the Issuer and the holder of approximately 28% of the Shares (the "Shareholder") entered into a Stockholders' Voting and Co-Sale Agreement on August 18, 1995, pursuant to which (i) the Issuer agreed to increase the size of its Board of Directors from five to six and to elect Brian D. Holt, President of Thermo Ecotek, to such Board and (ii) the Shareholder agreed to vote all Shares owned by the Shareholder, and the Issuer agreed to use its best efforts: (A) to cause such increase in the number of Directors and to elect Mr. Holt; (B) at any time after Thermo Ecotek has exercised Warrant A in full, to fix the number of directors of the Issuer at such number, and to elect such number of directors of the Issuer as designated by Thermo Ecotek, as shall be sufficient to provide Thermo Ecotek with at least one-third of the members of the Issuer's Board of Directors; and (C) at any time after Thermo Ecotek has exercised Warrant B in full, to fix the number of directors of the Issuer at such number, and to elect such number of directors of the Issuer as designated by Thermo Ecotek, as shall be sufficient to provide Thermo Ecotek with a majority of the members of the Issuer's Board. Mr. Holt was elected to the Board of Directors of the Issuer on October 23, 1995. Thermo Ecotek and the Issuer entered into the above-described agreements in connection with their creation of a partnership in which Thermo Ecotek will invest approximately $48,000,000 for the design, construction, and operation of a coal production facility to be located in Gillette, Wyoming. The facility will utilize a patented technology, known as K-Fuels, the rights to which are held by the Issuer. The Shares acquired by Thermo Electron were acquired for investment purposes. PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 6 of 11 Pages Except as set forth in this Item 4, neither Thermo Electron nor Thermo Ecotek nor, to Thermo Electron's or Thermo Ecotek's knowledge, any of the executive officers or directors of Thermo Electron or Thermo Ecotek, has any current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Thermo Ecotek beneficially owns 4,250,000 Shares, 17.8% of the outstanding Shares, and has the right to acquire additional Shares as described in Item 4 above. Thermo Electron beneficially owns 12,300 Shares, 0.1% of the outstanding Shares. Neither Thermo Electron nor Thermo Ecotek beneficially owns any other Shares. To the knowledge of Thermo Electron and Thermo Ecotek, no executive officer or director of Thermo Electron or Thermo Ecotek beneficially owns any Shares. (b) Thermo Ecotek has the sole power to vote and dispose of any Shares owned by it. By virtue of its approximately 83% ownership of Thermo Ecotek, Thermo Electron may be deemed to have the power to vote and dispose of any Shares owned by Thermo Ecotek. However, Thermo Electron disclaims the existence of a group between it and Thermo Ecotek for purposes of this Schedule 13D. (c) Thermo Electron acquired 4,500 Shares and 7,800 Shares in open market purchases on January 15, 1997 and January 16, 1997, respectively, in each case at a price of $5.00 per share. To the knowledge of Thermo Electron and Thermo Ecotek, no executive officer or director of Thermo Electron or Thermo Ecotek has effected any transactions in the Shares during the past 60 days. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See the description of the terms of the Purchase Agreement provided in response to Item 4. PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 7 of 11 Pages Item 7. Material to be filed as Exhibits. (i) Stock Purchase Agreement dated August 18, 1995 between Thermo Ecotek and the Issuer, and related Side Letter.* (ii) Stock Purchase Warrants dated August 18, 1995 between Thermo Ecotek and the Issuer.* (iii)Registration Rights Agreement dated August 18, 1995 between Thermo Ecotek and the Issuer.* (iv) Stockholders' Voting and Co-Sale Agreement dated August 18, 1995 among Thermo Ecotek, the Issuer, and certain Stockholders of the Issuer.* ___________________________ * Filed as an exhibit to the Schedule 13D filed by Thermo Electron and Thermo Ecotek on August 28, 1995. PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 8 of 11 Pages Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February __, 1997 THERMO ELECTRON CORPORATION By: ------------------------- Jonathan W. Painter Treasurer THERMO ECOTEK CORPORATION By: --------------------------- Brian D. Holt President PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 9 of 11 Pages APPENDIX A The following individuals are executive officers or directors of Thermo Electron or Thermo Ecotek. Unless otherwise noted, all such individuals are citizens of the United States. Unless otherwise indicated, the business address of each executive officer of Thermo Electron is 81 Wyman Street, Waltham, Massachusetts 02254 and the business address of each executive officer of Thermo Ectoek is 245 Winter Street, Waltham, Massachusetts 02154. John M. Albertine: Director, Thermo Electron Dr. Albertine is Chairman of the Board and Chief Executive Officer of Albertine Enterprises, Inc., an economic and public policy consulting firm. His business address is Albertine Enterprises, Inc., 1156 15th Street, NW, Suite 505, Washington, D.C. 20005 Peter O. Crisp: Director, Thermo Electron Mr. Crisp is a General Partner of Venrock Associates, a venture capital investment firm. His business address is 30 Rockefeller Plaza, Room 5600, New York, New York 10112. Elias P. Gyftopoulos: Director, Thermo Electron Dr. Gyftopoulos is the Ford Professor of Mechanical Engineering and of Nuclear Engineering at the Massachusetts Institute of Technology. His business address is Massachusetts Institute of Technology, Room 24-109, 77 Massachusetts Avenue, Cambridge, Massachusetts 02139. Frank Jungers: Director, Thermo Electron; Director, Thermo Ecotek Mr. Jungers is a consultant on business and energy matters. His business address is 822 NW Murray, Suite 212, Portland, Oregon 97229. Robert A. McCabe: Director, Thermo Electron Mr. McCabe is President of Pilot Capital Corporation, a firm specializing in private investments and acquisition services. His business address is Pilot Capital Corporation, 444 Madison Avenue, Suite 2103, New York, New York 10022. Frank E. Morris: Director, Thermo Electron Mr. Morris is retired. His address is 618 Shoreline Drive, Naples, Florida 34119. PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 10 of 11 Pages Donald E. Noble: Director, Thermo Electron Mr. Noble is a business consultant. His business address is c/o Rubbermaid Incorporated, 1147 Akron Road, Wooster, Ohio 44691. Hutham S. Olayan: Director, Thermo Electron Ms. Olayan is the President and a director of Olayan America Corporation and Competrol Real Estate Limited. Her business address is Olayan American Corporation, 505 Park Avenue, Suite 1100, New York, New York 10022. Ms. Olayan is a citizen of Saudi Arabia. Roger D. Wellington: Director, Thermo Electron Mr. Wellington is the President and Chief Executive Officer of Wellington Consultants, Inc. and Wellington Associates, international business consulting firms. His address is 5555 Gulf of Mexico Drive, Unit 302, Longboat Key, Florida 34228. Nicholas T. Zervas: Director, Thermo Ecotek Dr. Zervas is Chief of Neurological Service, Massachusetts General Hospital. His business address is Massachusetts General Hospital, Neurosurgery Department, Boston, Massachusetts 02114. George N. Hatsopoulos: Director, Chairman of the Board, President and Chief Executive Officer, Thermo Electron; Director, Thermo Ecotek John N. Hatsopoulos: President and Chief Financial Officer, Thermo Electron; Director, Vice President and Chief Financial Officer, Thermo Ecotek Peter G. Pantazelos: Executive Vice President, Thermo Electron Arvin H. Smith: Executive Vice President, Thermo Electron William A. Rainville: Senior Vice President, Thermo Electron; Director, Thermo Ecotek John W. Wood Jr.: Senior Vice President, Thermo Electron Paul F. Kelleher: Vice President, Finance, Thermo Electron; Chief Accounting Officer, Thermo Ecotek Jerry P. Davis: Director, Thermo Ecotek Mr. Davis's business address is c/o Thermo Ecotek Corporation, 245 Winter Street, Waltham, Massachusetts 02154. PAGE CUSIP No. 48245L 10 7 Schedule 13D Page 11 of 11 Pages Susan F. Tierney Director, Thermo Ecotek Ms. Tierney is a Managing Consultant with the Economics Resource Group, Inc. Her business address is c/o The Economics Resource Group, Inc., One Mifflin Place, Cambridge, Massachusetts 02138. Brian D. Holt: President, Chief Executive Officer and Director, Thermo Ecotek Parimal S. Patel: Executive Vice President, Project Finance, Thermo Ecotek Robert R. Fini: Vice President, Technical Services, Thermo Ecotek Floyd M. Gent: Vice President, Asset Management, Thermo Ecotek Brian Chatlosh Vice President, Business Development, Thermo Ecotek Randall W. Miselis Vice President, Accounting & Administration, Thermo Ecotek Robert P. Nordstrom Vice President, Business Development-Asia, Thermo Ecotek AA970310012 -----END PRIVACY-ENHANCED MESSAGE-----