content: 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):
  
                                  December 10, 1998
  
                     ----------------------------------------
  
  
                                   THERMEDICS INC.
               (Exact name of Registrant as specified in its charter)
  
  
  Massachusetts                   1-9567                    04-2788806
  (State or other               (Commission               (I.R.S. Employer
  jurisdiction of               File Number)             Identification Number) 
  incorporation or
  organization)
  
  
  470 Wildwood Street, P.O. Box 2999
  Woburn, Massachusetts                                  01888
  (Address of principal executive offices)            (Zip Code)
  
  
                                  (781) 938-3786
                           (Registrant's telephone number
                                including area code)
  
  
  
  <PAGE>
  
  
  
  
  
        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 the
  Registrant's  Annual  Report on Form 10-K for the year  ended  January  3, 1998.
  These include risks and  uncertainties  relating to:  government  regulation and
  industry standards,  competition and technological change, intellectual property
  rights,  reimbursement  by insurers for medical  procedures,  medical  community
  acceptance of medical devices, availability of materials and components, product
  liability,  international  operations,  the Registrant's spinout and acquisition
  strategies,   and  the   potential   impact  of  the  year  2000  on  processing
  date-sensitive information.
  
  Item 5.     Other Events
  
        On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
  Registrant's parent  corporation,  issued a press release regarding an update to
  the proposed corporate  reorganization,  announced on August 12, 1998, involving
  certain of Thermo Electron's subsidiaries, including the Registrant.
  
        The press release  stated,  among other things,  that Thermo  Sentron Inc.
  ("Thermo  Sentron"),  a  majority-owned,   publicly  traded  subsidiary  of  the
  Registrant,  will not be combined  with  Metrika  Systems  Corporation  and ONIX
  Systems  Inc.,  both  majority-owned,  publicly  traded  subsidiaries  of Thermo
  Instrument Systems Inc. ("Thermo Instrument"),  to form a new sensor and process
  control  company,  as had been  announced on August 12. In  addition,  the press
  release stated that the Registrant will transfer its shares of its  subsidiaries
  Thermo Sentron,  Thermedics Detection Inc.  ("Thermedics  Detection") and Thermo
  Voltek Corp. ("Thermo Voltek"), along with additional shares of the Registrant's
  Common Stock, to Thermo Electron in exchange for Thermo  Electron's wholly owned
  biomedical  group.  The  Registrant's  shares  in  Thermo  Sentron,   Thermedics
  Detection and Thermo Voltek will not be transferred to Thermo Instrument, as had
  been announced on August 12.
  
        The completion of these  transactions  is subject to numerous  conditions,
  including  the  establishment  of prices and exchange  ratios;  confirmation  of
  anticipated  tax  consequences;  the  approval by the board of  directors of the
  Registrant (including its independent  directors);  negotiation and execution of
  definitive  agreements;  clearance by the Securities and Exchange  Commission of
  any necessary documents in connection with the proposed  transactions;  approval
  by the board of directors of Thermo Electron;  and receipt of fairness  opinions
  from one or more investment  banking firms on certain  financial  aspects of the
  transactions.
  
  
  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.
  
  
  
  
  
  
  <PAGE>
  
  
                                      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 10th day of December, 1998.
  
  
  
                                            THERMEDICS INC.
  
  
  
                                      By: /s/  Kenneth J. Apicerno
                                               Kenneth J. Apicerno
                                               Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5029}]
metadata_filer: {"company-data": {"conformed-name": "THERMEDICS INC", "cik": "0000721356", "assigned-sic": "3590", "irs-number": "042788806", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09567", "film-number": "98767148"}, "business-address": {"street1": "470 WILDWOOD ST", "street2": "P O BOX 2697", "city": "WOBURN", "state": "MA", "zip": "01888-1799", "phone": "7819383786"}, "mail-address": {"street1": "81 WYMAN STREET", "street2": "P.O. BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254"}}
text: 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):
  
                                  December 10, 1998
  
                     ----------------------------------------
  
                                   THERMEDICS INC.
               (Exact name of Registrant as specified in its charter)
  
  Massachusetts                   1-9567                    04-2788806
  (State or other               (Commission               (I.R.S. Employer
  jurisdiction of               File Number)             Identification Number) 
  incorporation or
  organization)
  
  470 Wildwood Street, P.O. Box 2999
  Woburn, Massachusetts                                  01888
  (Address of principal executive offices)            (Zip Code)
  
                                  (781) 938-3786
                           (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 the
  Registrant's  Annual  Report on Form 10-K for the year  ended  January  3, 1998.
  These include risks and  uncertainties  relating to:  government  regulation and
  industry standards,  competition and technological change, intellectual property
  rights,  reimbursement  by insurers for medical  procedures,  medical  community
  acceptance of medical devices, availability of materials and components, product
  liability,  international  operations,  the Registrant's spinout and acquisition
  strategies,   and  the   potential   impact  of  the  year  2000  on  processing
  date-sensitive information.
  
  Item 5.     Other Events
  
        On December 10, 1998, Thermo Electron Corporation ("Thermo Electron"), the
  Registrant's parent  corporation,  issued a press release regarding an update to
  the proposed corporate  reorganization,  announced on August 12, 1998, involving
  certain of Thermo Electron's subsidiaries, including the Registrant.
  
        The press release  stated,  among other things,  that Thermo  Sentron Inc.
  ("Thermo  Sentron"),  a  majority-owned,   publicly  traded  subsidiary  of  the
  Registrant,  will not be combined  with  Metrika  Systems  Corporation  and ONIX
  Systems  Inc.,  both  majority-owned,  publicly  traded  subsidiaries  of Thermo
  Instrument Systems Inc. ("Thermo Instrument"),  to form a new sensor and process
  control  company,  as had been  announced on August 12. In  addition,  the press
  release stated that the Registrant will transfer its shares of its  subsidiaries
  Thermo Sentron,  Thermedics Detection Inc.  ("Thermedics  Detection") and Thermo
  Voltek Corp. ("Thermo Voltek"), along with additional shares of the Registrant's
  Common Stock, to Thermo Electron in exchange for Thermo  Electron's wholly owned
  biomedical  group.  The  Registrant's  shares  in  Thermo  Sentron,   Thermedics
  Detection and Thermo Voltek will not be transferred to Thermo Instrument, as had
  been announced on August 12.
  
        The completion of these  transactions  is subject to numerous  conditions,
  including  the  establishment  of prices and exchange  ratios;  confirmation  of
  anticipated  tax  consequences;  the  approval by the board of  directors of the
  Registrant (including its independent  directors);  negotiation and execution of
  definitive  agreements;  clearance by the Securities and Exchange  Commission of
  any necessary documents in connection with the proposed  transactions;  approval
  by the board of directors of Thermo Electron;  and receipt of fairness  opinions
  from one or more investment  banking firms on certain  financial  aspects of the
  transactions.
  
  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 10th day of December, 1998.
  
                                            THERMEDICS INC.
  
                                      By: /s/  Kenneth J. Apicerno
                                               Kenneth J. Apicerno
                                               Treasurer