SEC Comment Letter for THERMO FISHER SCIENTIFIC INC. (TMO) (CIK 0000097745) (TMO) — Jun 28, 2006
THERMO FISHER SCIENTIFIC INC. (TMO) (CIK 0000097745)
Date: June 28, 2006 · CIK: 0000097745 · Accession: 0000000000-06-030167
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-134868
Letter
Mail Stop 6010 June 28, 2006 Seth H. Hoogasian Vice President Thermo Electron Corporation 81 Wyman Street Waltham, Massachusetts 02451
Re: Thermo Electron Corporation Registration Statement on Form S-4 Filed June 8, 2006 File No. 333-134868
Dear Mr. Hoogasian:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation. In some of our comments, we may ask you to pr ovide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to ca ll us at the telephone numbers listed at the end of this letter.
General 1. We note your pending application for confidential treatment. We will review and provide any comments of your application separatel y. Comments must be resolved and your application must be complete before we may accelerate the eff ective date of your registration statement.
Accounting Treatment, page 4
2. We note your disclosure here and elsewhere in th e filing that Thermo is considered to be the acquirer of Fisher for accounting purposes. You state that this is due to factors such as the composition of the board of directors and seni or management. We note that following the
Thermo Electron Corporation June 28, 2006 Page 2 merger, current Fisher and Thermo stockholde rs will hold 61% and 39% of the combined company, respectively.
• Please provide us with your detailed analysis of paragra ph 17 of SFAS 141 that led to your determination that Thermo should be considered the acquiring entity. • Discuss all the factors that you considered in reaching your conclusion, and clearly explain why you believe certain f actors support your conclusion. • Revise the filing to provide a more detailed discussion of the basis for your conclusion that Thermo should be considered the acqui rer of Fisher for accounting purposes.
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to exped ite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested information. Detailed cover letter s greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes al l information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of a ll facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not re lieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or a ny person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcemen t has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Thermo Electron Corporation June 28, 2006 Page 3 We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offeri ng of the securities sp ecified in the above registration statement. We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please a llow adequate time after the fili ng of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Kevin Vaughn at (202) 551-3643 or Martin Jame s, Senior Assistant Chief Accountant, at (202) 551-3671 if you have que stions regarding comments on the financial statements and related matters. Please contac t Tom Jones at (202) 551-3602 or me at (202) 551- 3617 with any other questions.
S i n c e r e l y ,
R u s s e l l M a n c u s o B r a n c h C h i e f
cc (via fax): Ralph Arditi, Esq.
Show Raw Text
Mail Stop 6010
June 28, 2006
Seth H. Hoogasian
Vice President
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02451
Re: Thermo Electron Corporation
Registration Statement on Form S-4
Filed June 8, 2006
File No. 333-134868
Dear Mr. Hoogasian:
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your document in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel free to ca ll us at the telephone
numbers listed at the end of this letter.
General
1. We note your pending application for confidential treatment. We will review and provide
any comments of your application separatel y. Comments must be resolved and your
application must be complete before we may accelerate the eff ective date of your
registration statement.
Accounting Treatment, page 4
2. We note your disclosure here and elsewhere in th e filing that Thermo is considered to be the
acquirer of Fisher for accounting purposes. You state that this is due to factors such as the composition of the board of directors and seni or management. We note that following the
Thermo Electron Corporation
June 28, 2006
Page 2
merger, current Fisher and Thermo stockholde rs will hold 61% and 39% of the combined
company, respectively.
• Please provide us with your detailed analysis of paragra ph 17 of SFAS 141 that led to
your determination that Thermo should be considered the acquiring entity.
• Discuss all the factors that you considered in reaching your conclusion, and clearly
explain why you believe certain f actors support your conclusion.
• Revise the filing to provide a more detailed discussion of the basis for your conclusion
that Thermo should be considered the acqui rer of Fisher for accounting purposes.
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to exped ite our review. Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information. Detailed cover letter s greatly facilitate our review. Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision. Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such
request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.
In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.
Thermo Electron Corporation
June 28, 2006
Page 3
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Kevin Vaughn at (202) 551-3643 or Martin Jame s, Senior Assistant Chief
Accountant, at (202) 551-3671 if you have que stions regarding comments on the financial
statements and related matters. Please contac t Tom Jones at (202) 551-3602 or me at (202) 551-
3617 with any other questions.
S i n c e r e l y ,
R u s s e l l M a n c u s o
B r a n c h C h i e f
cc (via fax): Ralph Arditi, Esq.