8-KOther Events

THERMO FISHER SCIENTIFIC INC. 8-K Report (Nov 16, 2001)

Filed November 16, 2001For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO), then known as Thermo Electron Corporation, filed an 8-K on November 15, 2001, to report the completion of a spin-off distribution of its Viasys Healthcare Inc. common stock. This action distributed 0.1461 shares of Viasys Healthcare stock for each share of Thermo Electron common stock outstanding as of November 7, 2001. This move finalized a previously announced plan and represents a significant corporate restructuring event for Thermo Electron. The filing also includes various agreements related to the distribution, such as a Plan of Agreement, Tax Matters Agreement, and Transition Services Agreement, all dated November 15, 2001. Additionally, a Promissory Note issued by Viasys Healthcare Inc. to Thermo Electron is part of the exhibits. These documents are crucial for understanding the terms and conditions of the spin-off and the ongoing relationship between the two entities.

Key Highlights

  • 1Completion of Viasys Healthcare Inc. spin-off distribution as a dividend to Thermo Electron stockholders.
  • 2Distribution ratio: 0.1461 shares of Viasys Healthcare common stock for each share of Thermo Electron common stock.
  • 3Record date for distribution: November 7, 2001.
  • 4Event date reported: November 14, 2001; Filed: November 15, 2001.
  • 5Filing includes Plan of Agreement of Distribution, Tax Matters Agreement, and Transition Services Agreement dated November 15, 2001.
  • 6A Promissory Note issued by Viasys Healthcare Inc. to Thermo Electron is included in the exhibits.
  • 7This filing formalizes a previously announced corporate restructuring.

Frequently Asked Questions

The main event is the completion of the spin-off distribution of Viasys Healthcare Inc. stock to Thermo Electron Corporation's shareholders. This means Viasys Healthcare Inc. is now a separate, publicly traded company.

Thermo Electron shareholders received 0.1461 shares of Viasys Healthcare common stock for every one share of Thermo Electron common stock they owned as of the close of business on November 7, 2001.

The filing includes key agreements that govern the separation and ongoing relationship between Thermo Electron and Viasys Healthcare. These are the Plan of Agreement of Distribution, Tax Matters Agreement, and Transition Services Agreement, all dated November 15, 2001. A Promissory Note from Viasys to Thermo Electron is also included.

No, this particular 8-K filing states that financial statements of the business acquired (which is not applicable in this spin-off context as it's a distribution, not an acquisition) and pro forma financial information are not applicable.