Skip to content
AnalystLens

Thermo Fisher Scientific Annual Report (Amendment), Year Ended Jan 1, 2000

Filing Date
Filed June 27, 2000
Period End
January 1, 2000
Security
TMO
In the record · 2016–202610-K1110-Q338-K153

TMO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 153 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’17Aug ’17
  2. Material agreement8-K · Oct ’19Oct ’19
  3. Leadership change8-K · Feb ’22Feb ’22
  4. Leadership change8-K · Jan ’26Jan ’26

01—Abstract

Summary

Summary of the 10-K/A filed June 27, 2000. Cited figures are marked; the original filing is the authoritative source.

This is Amendment No. 1 on Form 10-K/A for Thermo Electron Corporation, the predecessor entity to today's Thermo Fisher Scientific (the filing is under the Thermo Electron name, though the request refers to TMO).

It amends only Item 5 (Market for Registrant's Common Equity) for the fiscal year ended January 1, 2000, and filed June 27, 2000. It contains no financial statements, income statement, balance sheet, or segment data. Those remain in the 1999 Annual Report to Shareholders, which the filing incorporates by reference, so this document cannot be used to assess the company's operating performance.

The substantive disclosure concerns the company's use of "costless collar" option transactions as an alternative to its traditional open-market share repurchase program. From 1998 through 1999, Thermo Electron sold put options on 5,701,000 shares and bought call options on 2,850,500 shares with an institutional counterparty, with no cash exchanged at inception. During 1999 the company bought back 1,536,000 shares under the puts for $24.6 milliona, and puts on 1,798,000 shares expired unexercised.

As of March 22, 2000, the remaining maximum put obligation covered 2,367,000 shares at a weighted average exercise price of $14.06b, or roughly $33.3 million in aggregate, with all options exercisable only at maturity between April and May 2000. For investors, the amendment highlights a capital-allocation practice that ties potential share purchases to option strike prices rather than market timing, and it quantifies the near-term cash exposure.

The stated market value of non-affiliate equity was approximately $2.49 billionc as of January 28, 2000, against 156,800,687 common shares outstanding. Investors evaluating the company should review the incorporated annual report for the financial results that this amendment does not provide.

02—Key points

Key Highlights

  1. Amendment No. 1 restates only Item 5 of the FY1999 10-K (fiscal year ended January 1, 2000); no financial statements are included, as they are incorporated by reference from the 1999 Annual Report.
  2. 1998–1999 costless collar program: put options sold on 5,701,000 shares and call options purchased on 2,850,500 shares, with no cash exchanged at inception.
  3. In 1999 the company repurchased 1,536,000 shares under put options for $24.6 million, and put options on 1,798,000 shares expired during 1999 and January 2000.
  4. As of March 22, 2000, remaining maximum put obligation was 2,367,000 shares at a weighted average exercise price of $14.06 (about $33.3 million aggregate), exercisable only at maturity in April–May 2000.
  5. The company holds the right, not the obligation, to buy 1,183,500 shares from the counterparty at an average price of $14.76 during 2000 under remaining call options.
  6. Non-affiliate market value of common stock was approximately $2.49 billion as of January 28, 2000, with 156,800,687 shares outstanding.
  7. Option transactions were exempt from registration under Section 4(2) of the Securities Act of 1933.

03—Questions

Frequently Asked Questions

  1. Does this filing show how Thermo Electron performed financially in 1999?

    No. This amendment only restates Item 5 on market and equity matters. The financial results, including revenue, earnings, and balance sheet data, are in the 1999 Annual Report to Shareholders, which the 10-K incorporates by reference but which is not part of this filing.

  2. What are 'costless collar' transactions and why did the company use them?

    A costless collar pairs a sold put option with a purchased call option so that no premium changes hands at inception. The company said these transactions were an alternative to its traditional stock repurchase program, letting it set potential purchase prices in advance. Under the puts, the company could be obligated to buy back shares at a fixed exercise price.

  3. How much cash could the company need to pay under the remaining put options?

    As of March 22, 2000, the maximum potential obligation was about $33.3 million for 2,367,000 shares at a weighted average exercise price of $14.06. The options could be settled physically or net-share settled in company stock, and they expired between April and May 2000.

  4. Did the company actually buy back shares through these option arrangements?

    Yes. During 1999 the company purchased 1,536,000 shares under put options for $24.6 million. Other put options covering 1,798,000 shares expired during 1999 and January 2000 without being exercised, according to the filing.

04—Continue

← View all 10-K filings