-----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, QXT/iEEWJgqXIJJrUerjU0XqCmcWBBEpATw/9lnG2Ii3kNx0gFx7iXlqp7ek5glR 2AZ+9OostKGiC4ysdG6b7g== 0000901416-99-000001.txt : 19990115 0000901416-99-000001.hdr.sgml : 19990115 ACCESSION NUMBER: 0000901416-99-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990114 EFFECTIVENESS DATE: 19990114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMOLASE CORP CENTRAL INDEX KEY: 0000901416 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 061360302 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70605 FILM NUMBER: 99506598 BUSINESS ADDRESS: STREET 1: 2055 C LUNA ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 6176221000 MAIL ADDRESS: STREET 1: 2055 C LUNA ROAD CITY: CARROLLTON STATE: TX ZIP: 75006 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 14, 1999. Registration No. 333- - ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 Registration Statement Under The Securities Act of 1933 --------------- THERMOLASE CORPORATION (Exact name of registrant as specified in its charter) --------------- DELAWARE 06-1360302 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2055-C Luna Road Carrollton, Texas 75006 (Address of Principal Executive Offices) (Zip Code) THERMOLASE CORPORATION EQUITY INCENTIVE PLAN THERMOLASE CORPORATION EMPLOYEES STOCK PURCHASE PLAN THERMO ELECTRON CORPORATION - THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION PLAN THERMO ELECTRON CORPORATION DIRECTORS STOCK OPTION PLAN THERMOTREX CORPORATION DIRECTORS STOCK OPTION PLAN (Full Titles of the Plans) Sandra L. Lambert, Secretary ThermoLase Corporation c/o 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 ThermoLase Corporation c/o Thermo Electron Corporation 81 Wyman Street P. O. Box 9046 Waltham, Massachusetts 02454-9046 --------------- CALCULATION OF REGISTRATION FEE Title of Proposed Maximum Securities Amount Proposed Aggregate Amount of to be registered to be Maximum Offering Price Registration Fee registered Offering Price Per Share Common Stock, $.01 par value 1,871,560 $4.50 (2) $8,422,020 (2) $2,342 per share shares (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares of the Registrant's Common Stock as may be issuable in connection with adjustments under the employee benefit plans described herein to reflect certain changes in the Registrant's capital structure, including stock dividends or stock splits. (1) The shares registered hereunder are divided among the various plans as set forth in the following table: Name of Plan No. of Shares ThermoLase Corporation Equity Incentive Plan 1,000,000 ThermoLase Corporation Employees Stock Purchase Plan 50,000 Thermo Electron Corporation - ThermoLase Corporation Nonqualified Stock Option Plan 300,000 Thermo Electron Corporation Directors Stock Option Plan 200,000 ThermoTrex Corporation Directors Stock Option Plan 321,560 (2) 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 1,871,560 shares and (2) the average of the high and low sales prices, $4.625 and $4.375, respectively, of the Registrant's Common Stock on the American Stock Exchange on January 13, 1999 as reported in the consolidated 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 plans listed on the cover page of this Registration Statement pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). As used in this Registration Statement, the terms "Registrant" or "Company" refer to ThermoLase Corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant 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 (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended October 3, 1998; (b) 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 such description may be amended from time to time. All reports or proxy statements filed by the Company 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 the Company. Mr. Hoogasian is a full-time employee of Thermo Electron Corporation ("Thermo Electron"), the majority stockholder of ThermoTrex Corporation ("ThermoTrex"), which in turn is the majority stockholder of the Company, is an officer of the Company, ThermoTrex and Thermo Electron, and owns or has the right to acquire 12,800 shares of Common Stock, 7,714 shares of the common stock, $.01 par value per share, of ThermoTrex and 123,028 shares of the common stock, $1.00 par value per share, of Thermo Electron. Item 6. 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 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 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 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 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 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Carrollton, State of Texas, on this 14th day of January, 1999. THERMOLASE CORPORATION By: /s/ Gerald Feldman Gerald Feldman President and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned Directors and Officers of ThermoLase Corporation hereby appoints Theo Melas-Kyriazi, Paul F. Kelleher, 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 President, Chief Executive Officer and Director /s/ Gerald Feldman January 14, 1999 Gerald Feldman /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Chief Financial Officer January 14, 1999 /s/ Paul F. Kelleher Chief Accounting Officer January 14, 1999 - ------------------------ and Director Paul F. Kelleher Chairman of the Board of /s/ Gary S. Weinstein Directors January 14, 1999 - ------------------------ Gary S. Weinstein /s/ Carliss Y. Baldwin Director January 14, 1999 - ------------------------ Carliss Y. Baldwin /s/ Elias P. Gyftopoulos Director January 14, 1999 - ------------------------ Elias P. Gyftopoulos /s/ John T. Keiser Director January 14, 1999 - ------------------------ John T. Keiser /s/ Melissa F. Riordan Director January 14, 1999 - ------------------------ Melissa F. Riordan /s/ Nicholas T. Zervas Director January 14, 1999 - ------------------------ Nicholas T. Zervas EXHIBIT INDEX Exhibit Number Description 5.1 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 5.1). 24 Power of Attorney (see signature pages to this Registration Statement). EXHIBIT 5.1 ThermoLase Corporation 2055-C Luna Road Carrollton, Texas 75006 January 14, 1999 ThermoLase Corporation 2055-C Luna Road Carrollton, Texas 75006 Re: Registration Statement on Form S-8 Relating to 1,871,560 Shares of the Common Stock, $.01 par value, of ThermoLase Corporation Dear Sirs: I am General Counsel to ThermoLase Corporation, 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 1,871,560 shares of the Company's Common Stock, $.01 par value per share (the "Shares") subject to the following employee benefit plans (each, a "Plan"): ThermoLase Corporation Equity Incentive Plan, ThermoLase Corporation Employees Stock Purchase Plan, Thermo Electron Corporation - ThermoTrex Corporation Nonqualified Stock Option Plan, Thermo Electron Corporation Directors Stock Option Plan, and ThermoTrex Corporation Directors Stock Option 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 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. 3. The Shares, when issued and sold in accordance with the provisions of the applicable Plan, 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/ Seth H. Hoogasian 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 November 9, 1998 (except with respect to the matter discussed in Note 15, as to which the date is November 24, 1998), included in ThermoLase Corporation's Annual Report on Form 10-K for the year ended October 3, 1998, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Boston, Massachusetts January 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----