-----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, QDGviWjOazIT+0kdu9uJWJnk1NiuWW0iatAViLQS2s1sIFt5C5w3Zh1U9L1bSblk kZwS1ma9bxq+68e7qxFmYA== 0000901416-99-000014.txt : 19990624 0000901416-99-000014.hdr.sgml : 19990624 ACCESSION NUMBER: 0000901416-99-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990524 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990525 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13104 FILM NUMBER: 99634319 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 1999 ---------------------------------------- THERMOLASE CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-13104 06-1360302 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation or organization) 2055-C Luna Road Carrollton, Texas 75006 (Address of principal executive offices) (Zip Code) (972) 488-0710 (Registrant's telephone number including area code) This Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth under the heading "Forward-looking Statements" in Exhibit 13 to ThermoLase Corporation's Annual Report on Form 10-K for the year ended October 3, 1998, as amended. These include risks and uncertainties relating to: recent operating losses, difficulty in retaining qualified management, conversion of spas, requirement of future significant expenditures, customer claims, market acceptance, dependence on proprietary technology, compliance with government regulations, limited operating history, competition, international relationships, and the potential impact of the year 2000 on processing date-sensitive information. Item 5. Other Events On May 24, 1999, the Registrant issued a press release stating that its ultimate parent corporation, Thermo Electron Corporation ("Thermo Electron"), has proposed the merger of the Registrant into Thermo Electron. The Registrant would become a wholly owned subsidiary of Thermo Electron. Public shareholders of the Registrant would receive shares of the common stock, $1.00 par value per share, of Thermo Electron in exchange for their shares of the common stock of the Registrant. This proposal is subject to numerous conditions, including establishment of a price and exchange ratio, confirmation of anticipated tax consequences, approval by the board of directors of the Registrant (including its independent directors), negotiation and execution of a definitive merger agreement, completion of review by the Securities and Exchange Commission of certain required filings regarding the proposed transaction, and receipt of a fairness opinion from an investment banking firm. The Registrant also announced that it will record pretax restructuring and other charges totaling approximately $65 million. These charges will be taken primarily in the third fiscal quarter, which ends July 3, 1999. The charges largely relate to the sale or closure of the Registrant's spas, write-offs relating to lasers, and the termination of various international joint venture arrangements. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: not applicable. (b) Pro Forma Financial Information: not applicable. (c) Exhibits: not applicable. SIGNATURE Pursuant to the requirements 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, on this 25th day of May, 1999. THERMOLASE CORPORATION By: /s/ Theo Melas-Kyriazi Theo Melas-Kyriazi Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----