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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-01-543940.txt : 20020413
<SEC-HEADER>0000912057-01-543940.hdr.sgml : 20020413
ACCESSION NUMBER:		0000912057-01-543940
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		13
FILED AS OF DATE:		20011219
GROUP MEMBERS:		SPECTRA-PHYSICS ACQUISITION, INC.

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			THERMO ELECTRON CORP
		CENTRAL INDEX KEY:			0000097745
		STANDARD INDUSTRIAL CLASSIFICATION:	MEASURING & CONTROLLING DEVICES, NEC [3829]
		IRS NUMBER:				042209186
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0102

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		81 WYMAN ST
		STREET 2:		P O BOX 9046
		CITY:			WALTHAM
		STATE:			MA
		ZIP:			02454-9046
		BUSINESS PHONE:		7816221000

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPECTRA  PHYSICS INC
		CENTRAL INDEX KEY:			0001047385
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				770264342
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-53315
		FILM NUMBER:		1817236

	BUSINESS ADDRESS:	
		STREET 1:		1335 TERRA BELLA AVENUE
		STREET 2:		BUILDING 7
		CITY:			MOUNTAIN VIEW
		STATE:			CA
		ZIP:			94043
		BUSINESS PHONE:		6509612550

	MAIL ADDRESS:	
		STREET 1:		1335 TERRA BELLA AVENUE
		STREET 2:		BUILDING 7
		CITY:			MOUNTAIN VIEW
		STATE:			CA
		ZIP:			94043

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SPECTRA PHYSICS LASERS INC
		DATE OF NAME CHANGE:	19971006
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>a2065574zsc13da.txt
<DESCRIPTION>SC 13D/A
<TEXT>
<Page>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                  SCHEDULE TO/A

                                 (RULE 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 3

                                 ---------------

                              SPECTRA-PHYSICS, INC.
                       (ISSUER) (NAME OF SUBJECT COMPANY)

                        SPECTRA-PHYSICS ACQUISITION, INC.
                        (NAME OF FILING PERSON) (OFFEROR)

                           THERMO ELECTRON CORPORATION
                        (NAME OF FILING PERSON) (OFFEROR)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                CUSIP 883593 10 5
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                             SETH H. HOOGASIAN, ESQ.
                                 GENERAL COUNSEL
                           THERMO ELECTRON CORPORATION
                                 81 WYMAN STREET
                        WALTHAM, MASSACHUSETTS 02454-9046
                                 (781) 622-1000

            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
       TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

                                 WITH A COPY TO:

                              NEIL H. ARONSON, ESQ.
                           MINTZ, LEVIN, COHN, FERRIS,
                             GLOVSKY AND POPEO, P.C.
                              ONE FINANCIAL CENTER
                           BOSTON, MASSACHUSETTS 02111
                                 (617) 542-6000


                                 ---------------

<Page>

                            CALCULATION OF FILING FEE

Transaction Valuation(1):   $127,633,082.50      Amount of Filing Fee(2):$25,527

(1)      For purposes of calculating fee only. This amount is based upon (a) the
         maximum number of Shares to be purchased pursuant to the Offer and (b)
         the price offered per Share.

(2)      The amount of the filing fee, calculated in accordance with Regulation
         240.0-11 under the Securities Exchange Act of 1934, as amended, equals
         1/50 of one percent of the Transaction Valuation.



/X/      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:                   $25,527
         Form or Registration No.:                 Schedule TO-T/13E-3
         Filing Party:                             Thermo Electron Corporation
         Date Filed:                               November 16, 2001



/ /      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

         Check the appropriate boxes below to designate any transactions to
which the statement relates:

         /X/     third-party tender offer subject to Rule 14d-1.

         / /     issuer tender offer subject to Rule 13e-4.

         /X/     going-private transaction subject to Rule 13e-3.

         /X/     amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
the results of the tender offer: / /


<Page>

                            SCHEDULE 13D INFORMATION

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         Thermo Electron Corporation
         IRS No. 04-2209186

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)  / /
                                                               (b)  /X/

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*

         WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
         REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                              / /

6.       CITIZENSHIP OR PLACE OF ORGANIZATION

         State of Delaware

NUMBER OF                                            7.      SOLE VOTING POWER
SHARES
BENEFICIALLY                                                 13,333,000
OWNED BY
EACH
REPORTING                                            8.      SHARED VOTING POWER
PERSON WITH                                                  0

9.       SOLE DISPOSITIVE POWER

         13,333,000

10.      SHARED DISPOSITIVE POWER

         0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         13,333,000

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                      / /

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         78.5%

14.      TYPE OF REPORTING PERSON*

         CO


<Page>


         This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
November 16, 2001, as amended on December 7, 2001 and December 14, 2001 (the
"Schedule TO") relating to the offer by Spectra-Physics Acquisition, Inc., a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of
Thermo Electron Corporation ("Thermo Electron"), a Delaware corporation, to
purchase all outstanding shares of common stock, par value $0.01 per share
(the "Shares"), of Spectra-Physics, Inc., a Delaware corporation (the
"Company"), that Thermo Electron and its subsidiaries do not currently own,
at a purchase price of $17.50 per Share net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated November 16, 2001 (the "Offer to Purchase"), a
copy of which is attached hereto as Exhibit 12(a)(1), and in the related
Letter of Transmittal (which, together with the Offer to Purchase, constitute
the "Offer"), a copy of which is attached hereto as Exhibit 12(a)(2). The
information in the Offer to Purchase under the captions "Summary",
"Introduction", "Special Factors", "The Tender Offer", "Material Federal
Income Tax Consequences", "Price Range Of The Shares; Dividends", "Certain
Information Concerning The Company", "Certain Information Concerning The
Purchaser And Thermo Electron", "Source And Amount Of Funds" and "Fees And
Expenses" and Schedules I, II and III to the Offer to Purchase are
incorporated herein by reference as set forth below.


ITEM 1.          SUMMARY TERM SHEET.

         See the section of the Offer to Purchase captioned "Summary".

ITEM 2.          SUBJECT COMPANY INFORMATION.

         (a)      See the section of the Offer to Purchase captioned "Certain
                  Information Concerning The Company".

         (b)      See the section of the Offer to Purchase captioned
                  "Introduction".

         (c)      See the section of the Offer to Purchase captioned "Price
                  Range Of The Shares; Dividends".

ITEM 3.          IDENTITY AND BACKGROUND OF FILING PERSON.

         (a)     See the section of the Offer to Purchase captioned "Certain
                 Information Concerning The Purchaser And Thermo Electron" and
                 Schedule I to the Offer to Purchase ("Members Of The Boards Of
                 Directors And Executive Officers Of The Purchaser And Thermo
                 Electron").

         (b)     See the section of the Offer to Purchase captioned "Certain
                 Information Concerning The Purchaser And Thermo Electron" and
                 Schedule I to the Offer to Purchase ("Members Of The Boards Of
                 Directors And Executive Officers Of The Purchaser And Thermo
                 Electron").

         (c)     See the section of the Offer to Purchase captioned "Certain
                 Information Concerning The Purchaser And Thermo Electron" and
                 Schedule I to the Offer to Purchase ("Members Of The Boards Of
                 Directors And Executive Officers Of The Purchaser And Thermo
                 Electron").

ITEM 4.          TERMS OF THE TRANSACTION.

         (a)     See the sections of the Offer to Purchase captioned "Summary",
                 "Introduction", "Special Factors - Background To The Offer And
                 The Merger", "Special Factors - Other Possible Purchases Of
                 Shares", "The Tender Offer - Terms Of The Offer; Expiration
                 Date", "The Tender Offer - Acceptance For Payment And Payment
                 For Shares", "The Tender Offer - Procedures For Accepting The
                 Offer And Tendering Shares", "The Tender Offer - Withdrawal
                 Rights" and "Material Federal Income Tax Consequences".

ITEM 5.          PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

         (a)     See the sections of the Offer to Purchase captioned "Special
                 Factors - Background To The Offer And The Merger", "Special
                 Factors - Conflicts Of Interest - Executive Officers And
                 Directors of the Company" and "Certain Information Concerning
                 The Purchaser And Thermo Electron - Certain Transactions"
                 and Schedule I


                                      -1-

<Page>

                 to the Offer to Purchase ("Members Of The Boards Of Directors
                 And Executive Officers Of The Purchaser And Thermo Electron").

         (b)     See the sections of the Offer to Purchase captioned "Special
                 Factors - Background To The Offer And The Merger", "Special
                 Factors - Conduct Of Thermo Electron After The Offer And The
                 Merger", "Certain Information Concerning The Purchaser And
                 Thermo Electron - Certain Transactions" and Schedule II to the
                 Offer to Purchase ("Information Concerning Transactions in the
                 Common Stock of the Company").

ITEM 6.          PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.

         (a) and (c)(1)-(7) See the sections of the Offer to Purchase captioned
"Introduction", "Special Factors - Background To The Offer And The Merger",
"Special Factors - Reasons For The Offer And The Merger", "Special Factors -
Other Possible Purchases Of Shares", "Special Factors - Certain Effects Of The
Offer And The Merger", "Special Factors - Conduct Of Thermo Electron After The
Offer And The Merger", and "Special Factors - Conduct Of Thermo Electron If The
Offer Is Not Completed".

ITEM 7.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         (a), (b) and (d) See the section of the Offer to Purchase captioned
                 "Source And Amount Of Funds".

ITEM 8.          INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         (a)     See the section of the Offer to Purchase captioned
                 "Introduction" and Schedule I to the Offer to Purchase
                 ("Members Of The Boards Of Directors And Executive Officers Of
                 The Purchaser And Thermo Electron").

         (b)      See Schedule II to the Offer to Purchase ("Information
                  Concerning Transactions In The Common Stock Of The Company").

ITEM 9.          PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

         (a)      See the sections of the Offer to Purchase captioned
                  "Introduction" and "Fees And Expenses".

ITEM 10.         FINANCIAL STATEMENTS.

         (a)      The financial statements of the Purchaser and Thermo Electron
                  are not material to the Offer.

         (b)      Pro forma financial statements of the Purchaser and Thermo
                  Electron are not material to the Offer.


                                      -2-


<Page>



ITEM 11.         ADDITIONAL INFORMATION.

         (a)(1)  None.

         (a)(2)  See the sections of the Offer to Purchase captioned
                 "Introduction", "The Tender Offer - Acceptance For Payment And
                 Payment For Shares" and "The Tender Offer - Certain Legal
                 Matters; Regulatory Approvals".

         (a)(3)   See the section of the Offer to Purchase captioned "The Tender
                  Offer - Certain Legal Matters; Regulatory Approvals".

         (a)(4)  See the sections of the Offer to Purchase captioned "Special
                 Factors - Certain Effects Of The Offer And The Merger".

         (a)(5)  None.

         (b)      The information set forth in the Offer to Purchase and the
                  Letter of Transmittal is incorporated herein by reference.

ITEM 12.         EXHIBITS.

         (a)(1)  Offer to Purchase dated November 16, 2001.

         (a)(2)  Letter of Transmittal.

         (a)(3)  Notice of Guaranteed Delivery.

         (a)(4)   Letter from the Dealer Manager to Brokers, Dealers, Commercial
                  Banks, Trust Companies and Nominees.

         (a)(5)   Letter to Clients for use by Brokers, Dealers, Commercial
                  Banks, Trust Companies and Nominees.

         (a)(6)  Summary Advertisement as published on November 16, 2001.

         (a)(7)   Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.

         (a)(8) Press Release issued by Thermo Electron on August 21, 2001
(incorporated herein by reference from the Schedule TO-C filed by Thermo
Electron filed with the Commission on August 21, 2001).

         (a)(9) Press Release issued by Thermo Electron on September 26, 2001
(incorporated herein by reference from the Schedule TO-C filed by Thermo
Electron with the Commission on September 26, 2001).

         (a)(10) Press Release issued by Thermo Electron on November 6, 2001
(incorporated herein by reference from the Schedule TO-C filed by Thermo
Electron with the Commission on November 6, 2001).

         (a)(11) Press Release issued by Thermo Electron on November 16, 2001.


         (a)(12) Press Release issued by Thermo Electron on December 17, 2001.


         (b)     None.

         (d)     None.

         (g)     None.

         (h)     None.


                                       -3-

<Page>


ITEM 13.         INFORMATION REQUIRED BY SCHEDULE 13E-3.

         ITEM 2.           SUBJECT COMPANY INFORMATION.

         (d)      See the section of the Offer to Purchase captioned "Price
                  Range Of The Shares; Dividends".

         (e)      Not applicable.

         (f)      See Schedule II to the Offer to Purchase ("Information
                  Concerning Transactions In The Common Stock Of the Company").

         ITEM 4.           TERMS OF THE TRANSACTION.

         (c)     None.

         (d)      See the section of the Offer to Purchase captioned "The
                  Merger; Appraisal Rights".

         (e)      See the section of the Offer to Purchase captioned "Certain
                  Information Concerning The Company".

         (f)     Not applicable.

         ITEM 5.       PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

         (c)      See the sections of the Offer to Purchase captioned
                  "Introduction" and "Special Factors - Background To The Offer
                  And The Merger".

         (e)      See the sections of the Offer to Purchase captioned "Special
                  Factors - The Merger" and "Source And Amount Of Funds".

         ITEM 6.           PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

         (b)      See the section of the Offer to Purchase captioned "Special
                  Factors - The Merger".

         (c)(8)   See the section of the Offer to Purchase captioned "Special
                  Factors - Certain Effects Of The Offer And The Merger".

         ITEM 7.           PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.


         (a), (b) and (c)  See the sections of the Offer to Purchase captioned
                 "Introduction", "Special Factors - Background To The Offer And
                 The Merger", "Special Factors - Reasons For The Offer And The
                 Merger" and "Special Factors - Position Of Thermo Electron
                 and the Purchaser As To Fairness Of The Offer And The Merger".


         (d)     See the sections of the Offer to Purchase captioned "Special
                 Factors - Certain Effects Of The Offer And The Merger",
                 "Special Factors - Conduct Of Thermo Electron After The Offer
                 And The Merger", "Special Factors - Conduct Of Thermo Electron
                 If The Offer Is Not Completed", and "Material Federal Income
                 Tax Consequences".

         ITEM 8.           FAIRNESS OF THE TRANSACTION.


         (a), (b), (c), (d), (e) and (f) See the sections of the Offer to
Purchase captioned "Special Factors - Background To The Offer And The
Merger", "Special Factors - Position Of Thermo Electron and the Purchaser As
To Fairness Of The Offer And The Merger", "Special Factors - Summary Of
JPMorgan's Analysis And Opinion", "Special Factors - Other Possible Purchases
Of Shares" and "Special Factors -The Merger."



                                      -4-

<Page>

         ITEM 9.           REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

         (a),(b) and (c)   See the section of the Offer to Purchase captioned
"Special Factors - Summary Of JPMorgan's Analysis And Opinion".

         ITEM 10.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         (c)      See the section of the Offer to Purchase captioned "Fees And
                  Expenses".

         ITEM 12.          THE SOLICITATION OR RECOMMENDATION.

         (d)      See the section of the Offer to Purchase captioned "Special
                  Factors - Conflicts Of Interest".


         (e)     Except for the positions of the members of the Special
                 Committee of the Board of Directors of the Company and the
                 Board of Directors of Thermo Electron as set forth in the
                 sections of the Offer to Purchase captioned "Special Factors -
                 Background To The Offer And The Merger" and "Special Factors -
                 Position Of Thermo Electron and the Purchaser As To Fairness Of
                 The Offer And The Merger", the filing persons are not aware of
                 any officer, director or affiliate of the Company or any person
                 listed on Schedule I to the Offer to Purchase who has made a
                 recommendation either in support of or against the Offer.


         ITEM 13.          FINANCIAL STATEMENTS.

         (a)     (1) The audited consolidated financial statements of the
                 Company as of and for the fiscal years ended December 31, 2000
                 and December 31, 1999 are incorporated herein by reference to
                 the Consolidated Financial Statements of the Company included
                 as part of the Company's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 2000.

         (2)     The unaudited consolidated financial statements of the Company
                 for the nine months ended September 30, 2001 are incorporated
                 herein by reference to Item 1 ("Financial Statements") of Part
                 I of the Company's Quarterly Report on Form 10-Q for the
                 quarter ended September 30, 2001.

         (3)      See the section of the Offer to Purchase captioned "Certain
                  Information Concerning the Company - Financial Information".

         (b)      Pro forma financial statements of the Company are not material
                  to the Offer.

         ITEM 14.        PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

         (b)     None.

         ITEM 16.          EXHIBITS.


         (c)(1)  Opinion of J.P. Morgan Securities Inc. dated November 6, 2001.

         (c)(2)  Presentation of J.P. Morgan Securities Inc. to the Thermo
                 Electron Board of Directors dated August 20, 2001.

         (c)(3)  Presentation of J.P. Morgan Securities Inc. to the Thermo
                 Electron Board of Directors dated November 6, 2001.


         (f)     Summary of Appraisal Rights.


                                      -5-

<Page>



                                   SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.

                           SPECTRA-PHYSICS ACQUISITION, INC.

                           By: /s/ Theo Melas-Kyriazi
                               -----------------------------------------
                                Name: Theo Melas-Kyriazi
                                TITLE: PRESIDENT

                           THERMO ELECTRON CORPORATION

                           By: /s/ Theo Melas-Kyriazi
                               -----------------------------------------
                                Name: Theo Melas-Kyriazi
                                TITLE: VICE PRESIDENT AND CHIEF
                                FINANCIAL OFFICER



Date: December 18, 2001




                                      -6-

<Page>


                                            EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT          DESCRIPTION
<S>              <C>
12(a)(1)         Offer to Purchase dated November 16, 2001.

12(a)(2)         Letter of Transmittal.

12(a)(3)         Notice of Guaranteed Delivery.

12(a)(4)         Letter from the Dealer Manager to Brokers, Dealers, Commercial
                 Banks, Trust Companies and Nominees.

12(a)(5)         Letter to Clients for use by Brokers, Dealers, Commercial
                 Banks, Trust Companies and Nominees.

12(a)(6)         Summary Advertisement as published on November 16, 2001.

12(a)(7)         Guidelines for Certification of Taxpayer Identification
                 Number on Substitute Form W-9.

12(a)(8)         Press Release issued by Thermo Electron on August 21, 2001
                 (incorporated herein by reference from the Schedule TO-C
                 filed by Thermo Electron filed with the Commission on August
                 21, 2001).

12(a)(9)         Press Release issued by Thermo Electron on September 26, 2001
                 (incorporated herein by reference from the Schedule TO-C filed
                 by Thermo Electron with the Commission on September 26, 2001).

12(a)(10)        Press Release issued by Thermo Electron on November 6, 2001
                 (incorporated herein by reference from the Schedule TO-C filed
                 by Thermo Electron with the Commission on November 6, 2001).

12(a)(11)        Press Release issued by Thermo Electron on November 16, 2001.

12(a)(12)        Press Release issued by Thermo Electron on December 17, 2001.

12(b)            Not applicable

12(c)(1)         Opinion of J.P. Morgan Securities Inc. dated November 6, 2001.

12(c)(2)         Presentation of J.P. Morgan Securities Inc. to the Thermo
                 Electron Board of Directors dated August 20, 2001.

12(c)(3)         Presentation of J.P. Morgan Securities Inc. to the Thermo
                 Electron Board of Directors dated November 6, 2001.

12(d)            Not applicable

12(e)            Not applicable

12(f)            Summary of Appraisal Rights (included in Exhibit 12(a) (1) in
                 the section captioned "The Merger; Appraisal Rights") and
                 Schedule III to Exhibit 12(a)(1) "Section 262 of the Delaware
                 General Corporation Law").

12(g)            Not applicable

12(h)            Not applicable
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>3
<FILENAME>a2065574zex-12_1.txt
<DESCRIPTION>EXHIBIT 12(A)(1)
<TEXT>
<Page>
                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       of
                             SPECTRA-PHYSICS, INC.
                                       at
                              $17.50 NET PER SHARE
                                       by
                       SPECTRA-PHYSICS ACQUISITION, INC.
                          a wholly-owned subsidiary of
                          THERMO ELECTRON CORPORATION
     ----------------------------------------------------------------------
 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
        TIME, ON FRIDAY, DECEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES OF COMMON STOCK OF SPECTRA-PHYSICS, INC. (THE "COMPANY") WHICH, TOGETHER
WITH SHARES OWNED BY THERMO ELECTRON CORPORATION AND ITS SUBSIDIARIES,
CONSTITUTES AT LEAST EIGHTY-SIX AND ONE-HALF PERCENT (86.5%) OF THE OUTSTANDING
SHARES OF THE COMPANY ON THE EXPIRATION DATE. AS OF NOVEMBER 12, 2001, THERMO
ELECTRON CORPORATION AND ITS SUBSIDIARIES OWNED AN AGGREGATE OF 13,333,000
SHARES OF THE COMPANY'S OUTSTANDING COMMON STOCK, WHICH CONSTITUTED 78.5% OF THE
OUTSTANDING SHARES OF COMMON STOCK ON SUCH DATE. IN ADDITION, AS OF MIDNIGHT ON
FRIDAY, DECEMBER 14, 2001, WHICH WAS THE ORIGINAL EXPIRATION DATE OF THE OFFER,
APPROXIMATELY 1,369,942 SHARES HAD BEEN TENDERED, BRINGING THERMO ELECTRON'S
OWNERSHIP TO APPROXIMATELY 86.6% OF THE OUTSTANDING SHARES. THE OFFER IS ALSO
SUBJECT TO OTHER IMPORTANT TERMS AND CONDITIONS CONTAINED IN THIS OFFER TO
PURCHASE.

                            ------------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS
OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS OFFER TO PURCHASE IS ACCURATE
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.

                            ------------------------

                      THE DEALER MANAGER FOR THE OFFER IS:

                                     [LOGO]

                          J.P. MORGAN SECURITIES INC.

November 16, 2001
<Page>
                                    SUMMARY

    BEFORE YOU MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, YOU SHOULD
READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED INFORMATION INCLUDED
ELSEWHERE IN THIS OFFER TO PURCHASE. THIS SUMMARY AND THE REMAINDER OF THIS
OFFER TO PURCHASE INCLUDE INFORMATION REGARDING THE TENDER OFFER, THE PROPOSED
SUBSEQUENT SHORT-FORM MERGER, SPECTRA-PHYSICS, INC. AND THE POSITION OF THERMO
ELECTRON CORPORATION REGARDING THE FAIRNESS OF THE TERMS OF THE TENDER OFFER AND
THE MERGER. REFERENCES IN THIS OFFER TO PURCHASE TO THE BOARD OF DIRECTORS OF
THERMO ELECTRON INCLUDE BOTH THE FULL BOARD OF DIRECTORS AND/OR A DULY
AUTHORIZED COMMITTEE OF THE BOARD OF DIRECTORS.

- -  PRINCIPAL TERMS OF THE TENDER OFFER AND THE MERGER.

    - TENDER OFFER FOR ALL OUTSTANDING SHARES (PAGE 8). Spectra-Physics
      Acquisition, Inc. ("SPAI"), a wholly-owned subsidiary of Thermo Electron
      Corporation, is offering to purchase in a tender offer all of the
      outstanding shares of common stock of Spectra-Physics, Inc. that Thermo
      Electron Corporation and its subsidiaries do not currently own.

    - AFFILIATION OF SPECTRA-PHYSICS, SPAI AND THERMO ELECTRON (PAGES 40 AND
      42). Spectra-Physics is an indirect majority-owned subsidiary of Thermo
      Electron. SPAI is a newly-formed, wholly-owned subsidiary of Thermo
      Electron, and was formed specifically in order to merge with and into
      Spectra-Physics, as described below. An officer and director of Thermo
      Electron is also a director of Spectra-Physics. See "Certain Information
      Concerning The Company" and "Certain Information Concerning The Purchaser
      And Thermo Electron."

    - TENDER OFFER PRICE (PAGES 8 AND 39). The consideration being offered by
      SPAI in the tender offer is $17.50 per share in cash, without interest, in
      exchange for all of the outstanding shares of Spectra-Physics that Thermo
      Electron and its subsidiaries do not currently own. On August 21, 2001,
      Thermo Electron announced its intention to take Spectra-Physics private
      through a tender offer at $20.00 per share in cash, to be followed by a
      short-form merger. On August 20, 2001, the day prior to the announcement
      of the proposed transaction, the last reported sale price of
      Spectra-Physics common stock on NASDAQ was $13.69 per share. On
      September 26, 2001, Thermo Electron announced that it was reevaluating the
      offer price of $20.00 per share in order to analyze the impact on
      Spectra-Physics of the worsening economic conditions associated with the
      terrorist attacks on September 11, 2001. After the market closed on
      November 6, 2001, Thermo Electron announced the revised offer price of
      $17.50 per share in cash. On November 6, 2001, the last reported sale
      price of Spectra-Physics common stock on NASDAQ was $17.80 per share. The
      offer price of $17.50 per share is equal to a premium of approximately 28%
      over the last reported sale price of Spectra-Physics common stock on
      NASDAQ on the last trading date prior to the initial announcement, on
      August 21, 2001, of our intention to take Spectra-Physics private. The
      last reported sale price of Spectra-Physics common stock on NASDAQ on
      November 14, 2001 was $17.50 per share. For more information regarding the
      trading range of Spectra-Physics common stock, see "Price Range Of The
      Shares; Dividends."

    - CONDITIONS TO THE TENDER OFFER (PAGE 33). The tender offer is subject to a
      number of conditions, including the condition that enough shares of
      Spectra-Physics common stock are tendered and not withdrawn so that on the
      expiration date of the tender offer Thermo Electron and its subsidiaries
      will together own at least 86.5% of Spectra-Physics' outstanding shares.
      Assuming that no outstanding Spectra-Physics stock options are exercised,
      this 86.5% tender condition will be met if at least 1,350,933 shares of
      Spectra-Physics common stock are validly tendered and not withdrawn prior
      to the expiration date of the tender offer. As of midnight on Friday,
      December 14, 2001, the original expiration date for the tender offer,
      approximately 1,369,942 shares had been tendered, not including an
      additional 1% of shares that had been tendered

                                       2
<Page>
      subject to guaranteed delivery procedures. See "The Tender Offer--Certain
      Conditions Of The Offer."

    - SPECTRA-PHYSICS SHARES OUTSTANDING; OWNERSHIP BY THERMO ELECTRON AND ITS
      SUBSIDIARIES (PAGE 8). As of November 12, 2001, Spectra-Physics had
      16,975,644 shares of common stock outstanding. In addition, options to
      purchase 3,650,675 shares of Spectra-Physics common stock were outstanding
      at such date. Thermo Electron and its subsidiaries owned in the aggregate
      13,333,000 shares of Spectra-Physics common stock, or approximately 78.5%
      of the outstanding shares of Spectra-Physics common stock, on
      November 12, 2001.

    - EXPIRATION OF THE TENDER OFFER (PAGE 27). The tender offer will expire at
      12:00 midnight on Friday, December 21, 2001. The original expiration date
      of the offer was 12:00 midnight on Friday, November 14, 2001. We can elect
      at any time to extend the tender offer. If we extend the tender offer, we
      will issue a press release announcing the extension. See "The Tender
      Offer--Terms Of The Offer; Expiration Date."

    - PROCEDURES FOR ACCEPTING THE TENDER OFFER AND TENDERING SHARES
      (PAGE 29). In order for your shares of Spectra-Physics common stock to be
      purchased in the tender offer, you must follow the procedures described in
      "The Tender Offer--Procedures For Accepting The Offer And Tendering
      Shares" and in the accompanying Letter of Transmittal prior to the
      expiration of the tender offer.

    - PAYMENT FOR TENDERED SHARES (PAGE 28). If all of the conditions of the
      tender offer are satisfied or waived and your shares of Spectra-Physics
      common stock are accepted for payment, we will pay you for your shares
      promptly after the expiration of the tender offer. See "The Tender Offer--
      Acceptance For Payment And Payment For Shares."

    - WITHDRAWAL RIGHTS (PAGE 32). You may withdraw shares that you have
      tendered at any time on or prior to 12:00 midnight, New York City time, on
      Friday, December 21, 2001, or, if the tender offer is extended, prior to
      the expiration of the tender offer. Unless accepted for payment on or
      prior to January 14, 2002, you may also withdraw shares you have tendered
      at any time after that date. In order for a withdrawal to be effective,
      EquiServe Trust Company, L.P., the depositary for the tender offer, must
      receive your notice of withdrawal prior to the expiration of the tender
      offer at one of the addresses on the back cover of this Offer to Purchase.
      For more information on your withdrawal rights, see "The Tender
      Offer--Withdrawal Rights."

    - SUBSEQUENT MERGER (PAGE 44). The tender offer is the first step in Thermo
      Electron's plan to take Spectra-Physics private. If the tender offer is
      completed, Thermo Electron and its subsidiaries will together own at least
      86.5% of Spectra-Physics' outstanding shares. Following the closing of the
      tender offer, if Thermo Electron's beneficial ownership of the outstanding
      Shares exceeds 90%, Thermo Electron plans to cause SPAI to merge with and
      into Spectra-Physics in a so-called "short-form" merger. If Thermo
      Electron and its subsidiaries own less than 90% of the outstanding shares
      of Spectra-Physics common stock after the completion of the tender offer,
      Thermo Electron may from time to time acquire additional shares of
      Spectra-Physics common stock on the open market or in privately negotiated
      transactions to the extent required for its and its subsidiaries'
      aggregate ownership of such shares to equal or exceed 90%. It is Thermo
      Electron's current intention that, as soon as its beneficial ownership of
      the Spectra-Physics common stock equals or exceeds 90%, it will cause the
      short-form merger of SPAI with and into Spectra-Physics to occur.
      Spectra-Physics would be the surviving corporation in the merger and would
      be wholly-owned by Thermo Electron. SPAI does not intend to enter into a
      merger agreement with Spectra-Physics or to seek the approval of the board
      of directors of Spectra-Physics for such merger. If the merger occurs
      after February 22, 2002, stockholders of Spectra-Physics who do not tender
      their shares of Spectra-Physics common stock in the tender offer will not
      be entitled to vote their shares with respect to this merger, but will
      have a statutory right to

                                       3
<Page>
      demand a judicial appraisal of the fair value of their shares of
      Spectra-Physics common stock. See "The Merger; Appraisal Rights."

     It is Thermo Electron's current intention that the consideration to be paid
     in the merger will be the same $17.50 per share in cash as is payable in
     the tender offer. However, if the merger is effectuated a significant
     amount of time after February 22, 2002, Thermo Electron makes no commitment
     as to the price that would be paid in the merger. See "Special Factors--The
     Merger." Thermo Electron is prohibited by the terms of Section 203 of the
     Delaware General Corporation Law from causing Spectra-Physics to merge with
     Thermo Electron or any of its subsidiaries until February 23, 2002, unless
     the holders of at least two-thirds of the minority shares of
     Spectra-Physics vote to approve the merger. It is Thermo Electron's current
     intention to wait until as soon as practicable after February 22, 2002 to
     complete the short-form merger. See "Special Factors--Background to the
     Offer and the Merger--Acquisition of the Company."

    - OTHER POSSIBLE PURCHASES OF SPECTRA-PHYSICS COMMON STOCK (PAGE 21). As
      noted above, after the tender offer is completed Thermo Electron may
      acquire additional shares of Spectra-Physics common stock on the open
      market or in privately negotiated transactions to the extent required for
      the aggregate ownership of Spectra-Physics common stock by Thermo Electron
      and its subsidiaries to equal or exceed 90%. These purchases would be made
      at the market prices or privately negotiated prices at the time of
      purchase, which may be higher or lower than the price of $17.50 per share.
      See "Special Factors--Other Possible Purchases of Shares."

    - SOURCE OF FUNDS (PAGE 44). The total amount of funds required for SPAI to
      purchase all of the outstanding shares of Spectra-Physics common stock
      pursuant to the tender offer and merger, assuming no outstanding options
      are exercised, and to pay related expenses is estimated to be
      approximately $60 million. SPAI will obtain the funds to purchase the
      Spectra-Physics common stock in the tender offer and the merger through a
      capital contribution from Thermo Electron. Thermo Electron has committed
      to provide any required financing to SPAI. Because the tender offer and
      the merger are for cash and Thermo Electron has access to sufficient cash
      to fund the tender offer and the merger, we do not believe that the
      financial condition of Thermo Electron or SPAI is relevant to your
      decision whether to tender your shares in the tender offer. See "Source
      And Amount Of Funds."

- -  THERMO ELECTRON'S AND SPAI'S POSITION ON THE FAIRNESS OF THE OFFER AND THE
   MERGER (PAGE 13).

    - DETERMINATION OF THE BOARDS OF DIRECTORS OF THERMO ELECTRON AND SPAI. The
      boards of directors of Thermo Electron and SPAI have determined that the
      offer and the merger are fair to the unaffiliated stockholders of
      Spectra-Physics. In considering the fairness of the offer and the merger
      to Spectra-Physics' unaffiliated stockholders, the board of directors of
      Thermo Electron reviewed and relied in part upon an analysis of the ranges
      of potential values of the shares of Spectra-Physics common stock that
      resulted from the application of several accepted valuation methodologies.
      This analysis, including the selection of valuation methodologies, was
      prepared by J.P. Morgan Securities Inc. ("JPMorgan"). JPMorgan is the
      financial advisor to Thermo Electron in connection with the tender offer
      and the merger. In addition, the Board of Directors of SPAI reviewed and
      adopted the fairness analysis of the Thermo Electron Board of Directors,
      and has determined that the offer and the merger are fair to the
      unaffiliated stockholders of Spectra-Physics. For a discussion of the
      factors that the boards of directors of Thermo Electron and SPAI
      considered in making their determinations as to the fairness of the offer
      and the merger and a summary of the financial analysis prepared by
      JPMorgan, see "Special Factors--Position Of Thermo Electron and the
      Purchaser As To Fairness Of The Offer and the Merger" and "Special
      Factors--Summary Of JPMorgan's Analysis and Opinion."

                                       4
<Page>
    - SPECTRA-PHYSICS INDEPENDENT COMMITTEE. The board of directors of
      Spectra-Physics has formed an independent committee of its board of
      directors, comprised of Messrs. Thomas Ryan, Lawrence Karlson and Polyvios
      Vintiadis, to prepare Spectra-Physics' recommendation on Schedule 14D-9 to
      stockholders regarding the tender offer and the merger. The
      Spectra-Physics independent committee has retained its own counsel and
      financial advisor. See "Special Factors--Background To The Offer And The
      Merger--Independent Committee of the Company's Board of Directors."

    - POTENTIAL CONFLICTS OF INTEREST. One of the officers and directors of
      Thermo Electron is also a director of Spectra-Physics and owns shares of
      common stock of, or holds options to purchase shares of common stock of,
      Thermo Electron and/or Spectra-Physics. As a result, there are various
      potential or actual conflicts of interest in connection with the tender
      offer and the merger. See "Special Factors--Conflicts Of Interest."

- -  CONSEQUENCES OF THE OFFER AND THE MERGER (PAGE 22).

    Completion of the tender offer and the merger would have the following
consequences:

    - Thermo Electron would have complete control over Spectra-Physics'
      business.

    - Thermo Electron would own 100% of the equity interest in Spectra-Physics'
      business and would solely have the benefit or detriment of any change in
      Spectra-Physics' value.

    - The shares of Spectra-Physics would no longer be listed on NASDAQ.

    - Spectra-Physics would no longer be subject to the requirements of the
      Securities Exchange Act of 1934, including the requirements to file annual
      and other periodic reports or to provide the type of going-private
      disclosure contained in this offer to purchase.

    If you do not tender your shares of Spectra-Physics common stock and the
tender offer is completed, your shares will remain outstanding until the
subsequent merger of SPAI and Spectra-Physics. After the merger, it is Thermo
Electron's current intention that each of your shares will, subject to statutory
appraisal rights, be converted into the right to receive $17.50 in cash, without
interest.

- -  APPRAISAL RIGHTS (PAGE 44).

    If you tender your shares of Spectra-Physics common stock in the tender
offer, you will not be entitled to exercise statutory appraisal rights under the
Delaware General Corporation Law. If you do not tender your shares in the tender
offer, upon the subsequent merger of SPAI and Spectra-Physics, you will have a
statutory right to dissent and demand payment of the judicially appraised fair
value of your Spectra-Physics shares plus a fair rate of interest, if any, from
the date of the merger. This value may be more or less than $17.50 per share.
See "The Merger; Appraisal Rights."

- -  PURPOSE OF THE TENDER OFFER (PAGE 11).

    On January 31, 2000, Thermo Electron announced that its board of directors
had authorized its management to proceed with a major reorganization of the
operations of Thermo Electron and its subsidiaries. As part of this
reorganization, Thermo Electron has acquired the public minority interests in
each of its subsidiaries that have minority investors, with the exception of
Spectra-Physics, has spun off its separation technologies and fiber-based
products business and its medical products business, and has divested a variety
of non-core businesses. The purpose of this tender offer and the proposed
subsequent merger is to acquire the minority public interest in Spectra-Physics
as the last step in Thermo Electron's overall corporate reorganization.
Following the tender offer and the merger,

                                       5
<Page>
Thermo Electron plans to retain Spectra-Physics as part of Thermo Electron's
core Optical Technologies business.

- -  FOR MORE INFORMATION (PAGES 40 AND 42).

    More information regarding Spectra-Physics and Thermo Electron is available
from their respective public filings with the Securities and Exchange
Commission. See "Certain Information Concerning the Company" and "Certain
Information Concerning The Purchaser And Thermo Electron."

    If you have any questions about the tender offer, please call the
information agent, D.F. King & Co., Inc. If you are a banker or broker, call
collect at (212) 269-5550. All others should call toll-free at (800) 859-8508.

                                       6
<Page>
                                   IMPORTANT

    ANY STOCKHOLDER OF THE COMPANY DESIRING TO TENDER ALL OR ANY PORTION OF SUCH
STOCKHOLDER'S SHARES (AS DEFINED HEREIN) SHOULD EITHER (1) COMPLETE AND SIGN THE
ACCOMPANYING LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) IN ACCORDANCE WITH
THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL, HAVE SUCH STOCKHOLDER'S SIGNATURE
THEREON GUARANTEED IF REQUIRED BY THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL,
MAIL OR DELIVER THE LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE) OR,
IN THE CASE OF A BOOK-ENTRY TRANSFER EFFECTED PURSUANT TO THE PROCEDURES SET
FORTH IN "THE TENDER OFFER--PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING
SHARES," AN AGENT'S MESSAGE (AS DEFINED HEREIN), AND ANY OTHER REQUIRED
DOCUMENTS TO THE DEPOSITARY (AS DEFINED HEREIN), AND EITHER DELIVER THE
CERTIFICATES REPRESENTING SUCH SHARES TO THE DEPOSITARY ALONG WITH THE LETTER OF
TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE) OR DELIVER SUCH SHARES PURSUANT TO
THE PROCEDURES FOR BOOK-ENTRY TRANSFER SET FORTH IN "THE TENDER
OFFER--PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" OR (2) REQUEST
SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE TO EFFECT THE TRANSACTION FOR SUCH STOCKHOLDER. ANY STOCKHOLDER HAVING
SHARES REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK,
TRUST COMPANY OR OTHER NOMINEE IF SUCH STOCKHOLDER DESIRES TO TENDER SUCH
SHARES.

    A STOCKHOLDER WHO DESIRES TO TENDER SHARES AND WHOSE CERTIFICATES
REPRESENTING SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY IN
A TIMELY MANNER WITH THE PROCEDURES FOR BOOK-ENTRY TRANSFER, MAY TENDER SUCH
SHARES BY FOLLOWING THE PROCEDURES FOR GUARANTEED DELIVERY SET FORTH IN "THE
TENDER OFFER--PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES."

    QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER
TO PURCHASE, THE LETTER OF TRANSMITTAL OR OTHER TENDER OFFER MATERIALS MAY BE
DIRECTED TO THE INFORMATION AGENT OR THE DEALER MANAGER, AT THEIR RESPECTIVE
ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS OFFER TO
PURCHASE. STOCKHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK OR
TRUST COMPANY FOR ASSISTANCE CONCERNING THE OFFER.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                PAGE
                                                              ---------
<S>                                                           <C>
SUMMARY.....................................................          2
INTRODUCTION................................................          8
SPECIAL FACTORS.............................................         10
THE TENDER OFFER............................................         27
MATERIAL FEDERAL INCOME TAX CONSEQUENCES....................         38
PRICE RANGE OF THE SHARES; DIVIDENDS........................         39
CERTAIN INFORMATION CONCERNING THE COMPANY..................         40
CERTAIN INFORMATION CONCERNING THE PURCHASER AND THERMO
  ELECTRON..................................................         42
SOURCE AND AMOUNT OF FUNDS..................................         44
THE MERGER; APPRAISAL RIGHTS................................         44
FEES AND EXPENSES...........................................         46
MISCELLANEOUS...............................................         48
</Table>

<Table>
<S>           <C>
SCHEDULE I    MEMBERS OF THE BOARDS OF DIRECTORS AND EXECUTIVE OFFICERS OF
              THE PURCHASER AND THERMO ELECTRON

SCHEDULE II   INFORMATION CONCERNING TRANSACTIONS IN THE COMMON STOCK OF
              THE COMPANY

SCHEDULE III  SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
</Table>

                                       7
<Page>
TO THE HOLDERS OF COMMON STOCK OF SPECTRA-PHYSICS, INC.:

                                  INTRODUCTION

    Spectra-Physics Acquisition, Inc. (the "Purchaser"), a Delaware corporation,
hereby offers to purchase all outstanding shares of common stock, par value $.01
per share (the "Shares"), of Spectra-Physics, Inc., a Delaware corporation
("Spectra-Physics" or the "Company"), at a purchase price of $17.50 per Share
(the "Offer Price"), net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). The
Purchaser is a wholly-owned subsidiary of Thermo Electron Corporation, a
Delaware corporation ("Thermo Electron"). References in this Offer to Purchase
to the Board of Directors of Thermo Electron include both the full Board of
Directors and/or a duly authorized committee of the Board of Directors.

    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH, TOGETHER WITH THE SHARES OWNED BY THERMO ELECTRON AND ITS
SUBSIDIARIES, CONSTITUTES AT LEAST EIGHTY-SIX AND ONE-HALF PERCENT (86.5%) OF
THE OUTSTANDING SHARES ON THE EXPIRATION DATE OF THE OFFER (THE "MINIMUM
CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER IMPORTANT TERMS AND CONDITIONS
CONTAINED IN THIS OFFER TO PURCHASE. SEE "THE TENDER OFFER--CERTAIN CONDITIONS
OF THE OFFER."

    As of November 12, 2001, there were 16,975,644 Shares outstanding and
3,650,675 Shares reserved for issuance pursuant to options (the "Options")
outstanding as of such date under the Company's option plans. As of such date,
Thermo Electron owned 13,333,000 Shares, or approximately 78.5% of the
outstanding Shares (64.6% assuming all outstanding options are exercised).
Thermo Electron owned 13,000,000 Shares indirectly through Spectra-Physics AB
("SPAB"), its wholly owned subsidiary, and 333,000 Shares directly.

    Based upon the number of outstanding Shares as of November 12, 2001 and
assuming no Options are exercised, 1,350,933 Shares must be tendered in the
Offer in order to satisfy the Minimum Condition. Assuming all outstanding
Options are exercised, 4,508,766 Shares must be tendered in the Offer in order
to satisfy the Minimum Condition. As of midnight on Friday, December 14, 2001,
the original expiration date for the Offer, approximately 1,369,942 Shares had
been tendered, not including an additional 1% of Shares that had been tendered
subject to guaranteed delivery procedures.

    Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in the Letter of Transmittal, stock
transfer taxes with respect to the purchase by the Purchaser of Shares pursuant
to the Offer. The Purchaser will pay all fees and expenses of JPMorgan, which is
acting as the Dealer Manager (the "Dealer Manager"), EquiServe Trust Company,
L.P., which is acting as the Depositary (the "Depositary"), and D.F. King &
Co. Inc., which is acting as the Information Agent (the "Information Agent"), in
connection with the Offer. See "Fees And Expenses."

    This Offer to Purchase and the documents incorporated by reference in this
Offer to Purchase include certain forward-looking statements. These statements
appear throughout this Offer to Purchase and include statements regarding the
intent, belief or current expectations of Thermo Electron and its Board of
Directors, including statements concerning Thermo Electron's strategies
following completion of the Offer and its plans with respect to the acquisition
of all of the equity interests in the Company. Such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ materially from those described in such
forward-looking statements as a result of various factors.

                                       8
<Page>
    THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY
DECISION WITH RESPECT TO THE OFFER.

    If the Offer is completed, and Thermo Electron and the Purchaser together
own at least 90% of the outstanding Shares, Thermo Electron currently intends to
cause the Company to merge with and into the Purchaser in a so-called
"short-form" merger between the Company and the Purchaser (the "Merger"). If
Thermo Electron and its subsidiaries own less than 90% of the outstanding Shares
after the completion of the Offer, Thermo Electron may from time to time acquire
additional Shares on the open market or in privately negotiated transactions to
the extent required for its and its subsidiaries' aggregate ownership of such
Shares to equal or exceed 90%. It is Thermo Electron's current intention that,
as soon as its beneficial ownership of the Shares equals or exceeds 90%, it will
cause the short-form merger of the Purchaser with and into the Company to occur.
Due to the requirements of Section 203 of the Delaware General Corporation Law,
Thermo Electron is prohibited from completing the Merger until February 23,
2002, unless the Merger is approved by the holders of at least two-thirds of the
minority shares of the Company. See "Special Factors--Background to the Offer
and the Merger--Acquisition of the Company." After the Merger, the Company would
be wholly owned by Thermo Electron. Stockholders of the Company who do not
tender their Shares in the Offer would not be entitled to vote on the Merger,
unless it occurs before February 23, 2002. It is Thermo Electron's current
intention that the consideration per Share in the Merger will be the same as the
Offer Price. However, if the Merger is effectuated a significant amount of time
after February 22, 2002, Thermo Electron makes no commitment as to the price
that would be paid in the Merger. It is also Thermo Electron's current intention
that the Merger be completed as soon as possible after February 22, 2002.

    As noted above, after the Offer is completed, Thermo Electron may acquire
additional Shares on the open market or in privately negotiated transactions to
the extent required for its and its subsidiaries' ownership of the outstanding
Shares to equal or exceed 90%. Any such purchases would be made at market prices
or privately negotiated prices at the time of purchase, which may be higher or
lower than the Offer Price. For a discussion of other actions Thermo Electron
may take if the Offer is not completed, see "Special Factors--Conduct Of The
Company's Business If the Offer Is Not Completed."

    The Purchaser and Thermo Electron have filed with the Securities and
Exchange Commission (the "Commission") a Tender Offer Statement on Schedule TO
(including the information required by Schedule 13E-3) (the "Schedule TO") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating
to the Offer, the Merger and other potential purchases of Shares.

                                       9
<Page>
                                SPECIAL FACTORS

BACKGROUND TO THE OFFER AND THE MERGER

    THE THERMO ELECTRON REORGANIZATION.  On January 31, 2000, Thermo Electron
announced that its Board of Directors had authorized its management to proceed
with a major reorganization of the operations of Thermo Electron and its
subsidiaries. As part of this reorganization, Thermo Electron has acquired the
public minority interest in all of its subsidiaries that have minority
investors, except for the Company, has spun off its separation technologies and
fiber-based products business and its medical products business, and has
divested a variety of non-core businesses. The purpose of the Offer and the
Merger is to acquire the minority public interest in the Company as the last
step in Thermo Electron's overall corporate reorganization and to permit the
shareholders of the Company to receive cash for their shares without the risks
of ongoing stock ownership in the Company. Following the Offer and the Merger,
Thermo Electron plans to retain the Company as part of Thermo Electron's core
Optical Technologies business.

    ACQUISITION OF THE COMPANY.  On January 7, 1999, Thermo Instrument Systems
 Inc., then a majority-owned subsidiary of Thermo Electron ("Thermo
Instrument"), announced that it would commence a tender offer for all of the
outstanding shares of Spectra-Physics AB ("SPAB"), then a publicly traded
company with its shares listed on the Stockholm Stock Exchange, and the parent
company of the Company. On February 22, 1999, Thermo Instrument announced that
all of the conditions of its offer had been satisfied and that the offer was
then unconditional in all respects. As of February 22, 1999, Thermo Instrument
had purchased and received acceptances for approximately 17.3 million, or
approximately 98 percent, of all outstanding SPAB shares, at a price of 160
Swedish krona per share (approximately $20 per share). In March 2000, Thermo
Instrument acquired the remaining outstanding shares of SPAB under the
compulsory acquisition rules applicable to Swedish companies.

    At the time of its acquisition by Thermo Instrument, SPAB owned
approximately 80% of the outstanding shares of the Company. By virtue of Thermo
Instrument's acquisition of SPAB, Thermo Electron thereby became the ultimate
beneficial owner of 80% of the Company. In June 2000, Thermo Instrument was
merged directly into Thermo Electron.

    Section 203 of the Delaware General Corporation Law prohibits business
combination transactions involving a Delaware corporation (such as the Company)
and an "interested stockholder" (defined generally as any person that directly
or indirectly beneficially owns 15% or more of the outstanding voting stock of
the subject corporation) for three years following the time such person became
an interested stockholder, unless special requirements are met or certain
exceptions apply. At the time of Thermo Instrument's acquisition of SPAB, the
Company notified Thermo Instrument that it believed that Thermo Instrument and
Thermo Electron were "interested stockholders" as defined in Section 203 with
respect to the Company, and that Thermo Electron and its subsidiaries were
subject to the restrictions of Section 203. Accordingly, Thermo Electron and its
subsidiaries are prohibited from consummating the proposed Merger until at least
February 23, 2002, without the approval of the holders of at least two-thirds of
the minority shares of the Company.

    THE COMPANY.  Spectra-Physics designs, develops, manufactures, and
distributes semiconductor-based lasers and laser optics for a variety of end
markets, including passive and active components for the telecommunications
industry. Spectra-Physics is also a leader in developing laser products for a
variety of other commercial markets, including computer and microelectronics
manufacturing, industrial manufacturing, medical, image recording, and research
and development. The Company's manufacturing operations are based in Mountain
View and Oroville, California; Tucson, Arizona; and Stahnsdorf, Germany.
International operations consist of subsidiaries located in Japan and Germany,
and approximately 30 distributors worldwide. Spectra-Physics' website is located
at www.spectra-physics.com.

                                       10
<Page>
    INDEPENDENT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS.  On August 21,
2001, Thermo Electron issued a press release announcing that Thermo Electron
would take the Company private as a wholly-owned subsidiary of Thermo Electron,
as the last step in its corporate reorganization. Thermo Electron announced that
it would make a tender offer for all of the outstanding shares held by the
stockholders of the Company other than Thermo Electron and its subsidiaries (the
"Unaffiliated Stockholders") at $20.00 per Share in cash.

    After the Thermo Electron announcement, the Board of Directors of the
Company formed an independent committee (the "Independent Committee"),
consisting of Messrs. Thomas Ryan, Lawrence Karlson and Polyvios Vintiadis, the
Directors of the Company who are not otherwise affiliated with Thermo Electron,
or any of its subsidiaries other than the Company, to prepare the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 to stockholders
regarding the Offer. Under Rule 14d-9 under the Exchange Act, the Company must
send to its stockholders on or prior to November 30, 2001 its recommendation
whether to accept or reject the Offer. The Company's Board of Directors also
authorized the Independent Committee to retain its own counsel and financial
advisor. After its formation, the Independent Committee retained Wilson,
Sonsini, Goodrich & Rosati, P.C., as its legal counsel and Salomon Smith Barney
as its financial advisor.

    On September 26, 2001, Thermo Electron announced that it was reevaluating
the offer price of $20.00 per Share in order to analyze the impact on the
Company of the worsening economic conditions associated with the terrorist
attacks on September 11, 2001.

    On November 6, 2001, Thermo Electron's Board of Directors met and determined
that Thermo Electron would offer $17.50 per Share in cash in the Offer.

    On November 16, 2001, the Purchaser commenced the Offer.

    On December 17, 2001, Thermo Electron announced that it was amending the
Minimum Condition to provide that the Offer is conditioned upon, among other
things, there being validly tendered and not withdrawn prior to the expiration
of the Offer that number of Shares which, together with the Shares owned by
Thermo Electron and its subsidiaries, constitutes at least 86.5% of the
outstanding Shares on the Expiration Date, instead of 90% of such outstanding
Shares. In addition, Thermo Electron announced that the Expiration Date had been
extended until midnight, New York City time, on Friday, December 21, 2001.

REASONS FOR THE OFFER AND THE MERGER

    ACTIONS OF THERMO ELECTRON'S BOARD OF DIRECTORS.  On August 20, 2001, the
Board of Directors of Thermo Electron held a special meeting at which Thermo
Electron's management presented the proposal for Thermo Electron to acquire all
of the Shares that Thermo Electron and its subsidiaries did not already own.
Mr. Marijn E. Dekkers, a director of Spectra-Physics and a member of Thermo
Electron's Board of Directors and Thermo Electron's Chief Operating Officer and
President, recused himself from taking action with respect to the Offer. The
Board of Directors of Thermo Electron considered all of the factors relating to
the Offer and the Merger referred to below. The Board of Directors of Thermo
Electron also discussed the fact that the acquisition by Thermo Electron of the
minority stockholder interest in the Company would complete Thermo Electron's
corporate reorganization. After consideration of these factors, the Board of
Directors of Thermo Electron determined to take the Company private through an
acquisition for cash through the Offer for all of the Shares held by the
Unaffiliated Stockholders at a purchase price of $20.00 per Share. On
September 26, 2001, Thermo Electron announced that it was reevaluating the offer
price of $20.00 per Share in order to analyze the impact on the Company of the
worsening economic conditions associated with the terrorist attacks on
September 11, 2001. On November 6, 2001, Thermo Electron announced the revised
Offer Price of $17.50 per Share in cash.

                                       11
<Page>
    BENEFITS AND DETRIMENTS TO THE COMPANY OF THE OFFER AND THE MERGER.  In
determining whether to make the Offer and thereafter effect the Merger, the
Board of Directors of Thermo Electron considered several factors, including the
financial performance and profitability of the Company and the potential
benefits to the Company's business if the Company were to become part of a
larger business unit. Thermo Electron's Board of Directors also considered the
following factors:

    - the prospect of achieving greater marketing, operating and administrative
      efficiencies and synergies as a result of the Company's operations being
      conducted in a more coordinated manner with Thermo Electron's other
      businesses;

    - the reduction in the amount of public information available to competitors
      about the Company's businesses that would result from the termination of
      the Company's obligations under the reporting requirements of the
      Commission;

    - the elimination of additional burdens on management associated with public
      reporting and other tasks resulting from the Company's public company
      status, including, for example, the dedication of time by and resources of
      the Company's management and Board of Directors to stockholder and analyst
      inquiries and investor and public relations;

    - the decrease in costs, particularly those associated with being a public
      company (for example, as a privately-held entity, the Company would no
      longer be required to file quarterly, annual or other periodic reports
      with the Commission or publish and distribute to its stockholders annual
      reports and proxy statements), that Thermo Electron anticipates could
      result in savings of approximately $450,000 per year, including fees for
      an audit by an independent accounting firm and legal fees;

    - the greater flexibility that the Company's management would have to focus
      on long-term business goals, as opposed to quarterly earnings, as a
      non-reporting company, particularly in light of the volatility in the
      Company's quarterly results; and

    - public capital market trends affecting small-cap companies, including
      perceived lack of interest by institutional investors in companies with a
      limited public float.

    The Board of Directors of Thermo Electron also considered the advantages and
disadvantages of certain alternatives to acquiring the minority stockholder
interest in the Company, including:

    - a sale of Thermo Electron's equity interest in the Company; and

    - leaving the Company as a majority-owned, public subsidiary.

    The first alternative, selling Thermo Electron's equity interests in the
Company, was not an alternative that was pursued at length, given that Thermo
Electron did not want to sell its equity interest in the Company at prices that
it believed could be obtained at the current time, but rather intended to retain
the Company as a part of Thermo Electron's core Optical Technologies business.

    In the view of the Board of Directors of Thermo Electron, the principal
advantage of leaving the Company as a majority-owned, public subsidiary was the
ability of Thermo Electron to invest the cash that would be required to buy the
minority stockholder interest in the Company for other purposes. The
disadvantages of leaving the Company as a majority-owned, public subsidiary
which were considered by the Board of Directors included the inability to
achieve many of the benefits of taking the Company private discussed above. The
Board of Directors of Thermo Electron concluded that the advantages of leaving
the Company as a majority-owned, public subsidiary were significantly outweighed
by the disadvantages of doing so, and accordingly that alternative was rejected.

    CONSIDERATION OF LIQUIDITY AND SHARE PRICE; TIMING.  The Board of Directors
of Thermo Electron considered the relatively low volume of trading in the Shares
and considered that the Offer and the

                                       12
<Page>
Merger would result in immediate, enhanced liquidity for the Unaffiliated
Stockholders. The Board of Directors of Thermo Electron also considered recent
trends in the price of the Shares.

    Thermo Electron has determined to make the Offer and effect the Merger at
this time as the last step in the reorganization of Thermo Electron and its
subsidiaries. Thermo Electron began the process of its corporate reorganization
in August 1998. Following the Merger, Thermo Electron will have no more publicly
traded, majority-owned subsidiaries, which has been a primary goal of Thermo
Electron's reorganization. This element of the reorganization cannot be
completed without the Offer and, ultimately, the Merger. Accordingly, Thermo
Electron has decided to undertake the Offer and the Merger at this time in order
to complete the process of its corporate reorganization. It also took into
account the expiration on February 23, 2002 of the restrictions under Delaware
corporate law on a merger with the Company. See "--Background To The Offer And
The Merger--Acquisition of the Company."

    ALTERNATIVE STRUCTURE CONSIDERED.  The Board of Directors of Thermo Electron
also considered an alternative to structuring the transaction as a tender offer
followed by a short-form merger. The alternative structure that was considered
was that of a long-form merger, for which the approval of the Company's Board of
Directors and stockholders would have been required. In determining to structure
the transaction as a tender offer followed by a short-form merger, instead of as
a long-form merger, the Board of Directors considered the following:

    - Unless at least 90% of the outstanding Shares are owned by the Purchaser,
      it could not effect a short-form merger. Unlike a long-form merger, the
      approval of the Company's Board of Directors is not required to complete a
      short-form merger.

    - A tender offer followed by a later short-form merger would permit Thermo
      Electron to acquire the minority interest in the Company on an expeditious
      basis and provide the Unaffiliated Stockholders with a prompt opportunity
      to receive cash in exchange for their Shares. Thermo Electron believed
      that a long-form merger would take substantially longer to complete,
      because of the length of time required to call and hold a special
      stockholders' meeting and the time required to prepare, file and complete
      Commission review of the necessary proxy statement relating to the
      meeting.

    - In the Offer, each Unaffiliated Stockholder would individually determine
      whether to accept cash in exchange for their Shares. In the case of a
      long-form merger, the vote of the holders of a majority of the shares
      outstanding would be binding upon all stockholders, including those who
      vote against the transaction.

    - Unaffiliated Stockholders who do not tender their Shares in the Offer
      could preserve their appraisal rights in the Merger under state law. This
      factor would also have been present in a long-form merger.

    After discussing the advantages and disadvantages of acquiring the minority
stockholder interest in the Company, including the alternative method of
acquiring such interests through a long-form merger, Thermo Electron's Board of
Directors authorized taking the Company private through a tender offer for all
of the Shares of the Company that Thermo Electron and its subsidiaries did not
already own, to be followed by a short-form merger.

POSITION OF THERMO ELECTRON AND THE PURCHASER AS TO FAIRNESS OF THE OFFER AND
  THE MERGER

    Because Thermo Electron currently owns a majority of the Shares, Thermo
Electron and the Purchaser are deemed "affiliates" of the Company under
Rule 12b-2 of the Exchange Act. Accordingly, in compliance with Rule 13e-3 under
the Exchange Act, the Board of Directors of Thermo Electron has considered the
fairness of the Offer and the Merger to the Unaffiliated Stockholders.

                                       13
<Page>
    DETERMINATION OF THE BOARD OF DIRECTORS OF THERMO ELECTRON.  In authorizing
the Offer and the Merger, the Board of Directors of Thermo Electron determined
that the Offer and the Merger are fair to the Unaffiliated Stockholders. In
reaching its determination, the Board of Directors of Thermo Electron considered
the factors set forth below in this section, which constitute all of the
material factors considered by the Board of Directors in making its
determination. The Board of Directors of Thermo Electron determined that each of
the following factors supported its belief that the Offer and the Merger are
fair to the Unaffiliated Stockholders:

    - FINANCIAL ANALYSIS. In considering the fairness of the Offer and the
      Merger from a financial point of view to the Company's stockholders,
      including the Unaffiliated Stockholders, the Board of Directors of Thermo
      Electron reviewed and relied in part upon an analysis of the ranges of
      potential values of the Shares that result from the application of several
      accepted valuation methodologies. This financial analysis, including the
      selection of valuation methodologies, was prepared by JPMorgan to assist
      the Board of Directors of Thermo Electron with its evaluation of the Offer
      and the Merger, and has been adopted by the Thermo Electron Board of
      Directors. Thermo Electron retained JPMorgan as its financial advisor for
      the purpose of advising Thermo Electron in connection with strategic
      alternatives, including advising Thermo Electron in connection with the
      acquisition of the minority interest in the Company. The financial
      analyses undertaken by JPMorgan included an analysis based upon public
      trading multiples and discounted cash flows. The analysis of trading
      multiples of companies engaged in businesses which JPMorgan deemed to be
      relevant to the Company's business indicated an estimated range of equity
      values for the Shares of approximately $13.00 to $18.00 per Share, with
      the top end of such range reflecting the impact of the estimated amount
      and timing of the cost savings and related expenses and synergies expected
      to result from the Merger (the "Synergies"). The analysis based upon
      discounted cash flows indicated an estimated range of equity values for
      the Shares of between $11.75 and $14.75 per Share for the Company without
      incorporating the impact of the Synergies, and $15.25 to $18.75 per Share
      when the impact of the Synergies was incorporated. See "--Summary of
      JPMorgan's Analysis and Opinion."

    - INFORMATION CONCERNING THE FINANCIAL PERFORMANCE, CONDITION, BUSINESS
      OPERATIONS AND PROSPECTS OF THE COMPANY. The Board of Directors of Thermo
      Electron believed the Offer Price to be attractive in light of the
      Company's current financial performance, profitability and growth
      prospects. In addition, the Offer and the Merger would shift the risk of
      the future financial performance of the Company from the Unaffiliated
      Stockholders, who do not have the power to control decisions made as to
      the Company's business, entirely to Thermo Electron, who has the power to
      control the Company's business and who has the resources to manage and
      bear the risks inherent in the business over the long term. The Board of
      Directors relied upon and adopted the analyses of JPMorgan with respect to
      the public companies that were deemed comparable in measures of financial
      performance, profitability and growth prospects, and with respect to the
      discounted cash flow of the Company, as described under "--Summary of
      JPMorgan's Analysis And Opinion", below. These analyses indicated an
      estimated range of equity values for the Shares of approximately $13.00 to
      $18.00 per Share for the public company analysis, and a range of $15.25 to
      $18.75 for the discounted cash flow analysis (including synergies relating
      to the proposed Merger). The Board concluded that, based on these
      analyses, the Offer Price was at the high end of the ranges, which weighed
      in favor of the fairness of the Offer Price.

    - THE PREMIUM REFLECTED IN THE OFFER PRICE OF $17.50 PER SHARE. The Board of
      Directors of Thermo Electron considered the current and historical trading
      prices of the Shares. The Offer Price represented a premium of
      approximately 28% over the closing price of $13.69 on August 20, 2001,
      which was the trading day prior to the date of Thermo Electron's initial
      announcement that it would take the Company private. As of December 6,
      2001, the closing price of the Shares

                                       14
<Page>
      was $17.45. Over the 52-week period preceding the date of JPMorgan's
      fairness opinion, the Company's Shares reached a high closing price of
      $46.25 and a low closing price of $13.25. See also "PRICE RANGE OF THE
      SHARES; DIVIDENDS" for further information on the historic price range of
      the Shares. The purchase by Thermo Electron would eliminate the exposure
      of the Unaffiliated Stockholders to any future or continued declines in
      the price of the Shares. See "--Certain Effects Of The Offer And The
      Merger."

    - TERMS OF THE OFFER. The Board of Directors of Thermo Electron considered
      the terms of the Offer and the Merger, including (1) the amount and form
      of the consideration, (2) the limited number of conditions to the
      obligations of the Purchaser, including the absence of a financing
      condition, (3) the tender offer structure, which would provide an
      expeditious means for the Unaffiliated Stockholders to receive the Offer
      Price and (4) the Minimum Condition.

    - THE MARKET PRICE AND RELATIVE LACK OF LIQUIDITY FOR THE SHARES, AND THE
      LIQUIDITY THAT WOULD BE REALIZED BY THE UNAFFILIATED STOCKHOLDERS FROM THE
      ALL-CASH OFFER. The Board of Directors of Thermo Electron believed that
      the liquidity that would result from the Offer and the Merger would be
      beneficial to the Unaffiliated Stockholders because Thermo Electron's
      ownership of Shares (1) results in a relatively small public float that
      necessarily limits the amount of trading in the Shares and (2) decreases
      the likelihood that a proposal to acquire the Shares would be made by an
      independent entity without the consent of Thermo Electron.

    - THE ABSENCE OF ANY THIRD PARTY BUYER FOR THE COMPANY WHO WAS WILLING AND
      ABLE TO PROVIDE AN ALTERNATE SOURCE OF LIQUIDITY TO THE UNAFFILIATED
      STOCKHOLDERS. Thermo Electron currently intends to retain its majority
      holdings in the Company, which forecloses the opportunity to consider an
      alternative transaction with a third party purchaser of the Company or
      otherwise provide liquidity to the Unaffiliated Stockholders. Accordingly,
      it is unlikely that finding a third party buyer for the Company was a
      realistic option for the Unaffiliated Stockholders. During 2000, Thermo
      Electron solicited, but did not receive any, offers for the Company from
      third parties. Thermo Electron considered the absence of any third party
      buyer for the Company at that time to support the fairness of the Offer
      and the Merger to the Unaffiliated Stockholders, because the absence of a
      third party buyer demonstrated that Thermo Electron's offer was the only
      likely source of prompt liquidity for the Shares which was available to
      all of the Unaffiliated Stockholders simultaneously.

    PROCEDURAL FAIRNESS.  The Board of Directors of Thermo Electron also
determined that the Offer and the Merger are procedurally fair to the
Unaffiliated Stockholders. In making such determination, the Board of Directors
considered the following factors:

    - Each Unaffiliated Stockholder can individually determine whether to tender
      Shares in the Offer.

    - The Offer provides the opportunity for the Unaffiliated Stockholders to
      sell their Shares without incurring brokerage and other costs typically
      associated with market sales.

    - Unaffiliated Stockholders who believe that the terms of the Offer and the
      Merger are not fair can pursue appraisal rights in the Merger under state
      law.

    CERTAIN NEGATIVE CONSIDERATIONS.  The Board of Directors of Thermo Electron
also considered the following factors, each of which they considered negative,
in their deliberations concerning the fairness of the terms of the Offer and the
Merger:

    - TERMINATION OF PARTICIPATION IN FUTURE GROWTH OF THE COMPANY. Following
      the successful completion of the Offer and the Merger, the Unaffiliated
      Stockholders would cease to participate in the future earnings or growth,
      if any, of the Company or benefit from increases, if any, in the value of
      their holdings in the Company.

                                       15
<Page>
    - CONFLICTS OF INTEREST. The financial interests of Thermo Electron are
      adverse as to the Offer Price to the financial interests of the
      Unaffiliated Stockholders. In addition, officers and directors of the
      Company have actual or potential conflicts of interest in connection with
      the Offer and the Merger. See "--Conflicts Of Interest."

    - NO UNAFFILIATED STOCKHOLDER APPROVAL. The Offer and the Merger do not
      provide the Unaffiliated Stockholders with an opportunity to vote on the
      proposed transaction, unless the Merger occurs prior to February 23, 2002.

    - NO UNAFFILIATED REPRESENTATIVE OR INDEPENDENT DIRECTOR APPROVAL. The
      members of the Board of Directors of the Company who are not employees of
      the Company or affiliated with Thermo Electron have not retained an
      unaffiliated representative to act solely on behalf of the Unaffiliated
      Stockholders for purposes of negotiating the terms of the Offer and the
      Merger or preparing a report concerning the fairness of the Offer and the
      Merger. The Board of Directors of the Company has delegated to the
      Independent Committee the authority to make a recommendation to the
      Unaffiliated Stockholders with respect to the Offer and to prepare a
      Solicitation/Recommendation Statement on Schedule 14D-9, as required by
      the rules of the Commission. The Independent Committee retained Salomon
      Smith Barney to assist it in reviewing the fairness of the Offer to the
      Unaffiliated Stockholders. Thermo Electron is permitted by the terms of
      Delaware law and the rules of the Commission to conduct the Offer and the
      Merger without the approval of the Board of Directors of the Company, and
      thus the Offer and the Merger have not been and will not be approved by
      the members of the Board of Directors of the Company who are not employees
      of the Company or affiliated with Thermo Electron.

    OTHER FACTORS.  The Board of Directors of Thermo Electron did not consider
the net book value of the Company as a relevant factor in assessing the
Company's value and, accordingly, did not evaluate the fairness of the Offer
Price in relation to the Company's net book value. The Company's net book value
at September 30, 2001 was approximately $115 million, which would have yielded a
per Share valuation for the Company of $6.79. The Board of Directors relied in
part upon valuation methodologies performed by JPMorgan for the purpose of its
financial analysis, and JPMorgan did not employ net book value in its financial
analysis. Moreover, Thermo Electron does not believe that an analysis based upon
net book value was appropriate for an instruments business. Thermo Electron
believes that net book value is a valuation methodology more typically used in
the banking, utilities, real estate and financial services industries.

    In connection with the Offer, the Board of Directors of Thermo Electron also
did not consider "shopping" the Company to prospective purchasers. Shopping the
Company would not only entail substantial time delays and allocation of
management's time and energy, but would also disrupt and discourage the
Company's employees and create uncertainty among the Company's customers and
suppliers. Furthermore, Thermo Electron does not intend to sell the Company, but
rather intends to continue to operate the Company as part of its core Optical
Technologies business. See "--Conduct Of Thermo Electron After The Offer And The
Merger."

    In connection with the Offer, the Board of Directors of Thermo Electron did
not consider the Offer Price as compared to any implied liquidation value
because it was not contemplated that the Company be liquidated, whether or not
the Offer and the Merger were completed. Thermo Electron also believed that the
piecemeal sale of the Company's assets suggested by a liquidation analysis of
the Company would not yield a higher price per Share because a liquidation would
result in greater tax liability and more expenses for the fees of legal and
financial advisors.

    RECENT PURCHASES OF SHARES BY THERMO ELECTRON.  See Schedule II to this
Offer to Purchase for information on purchases of Shares by Thermo Electron (as
well as by the Company) during the past two years. Thermo Electron believed that
its purchases of Shares during the past two years, at a

                                       16
<Page>
purchase price of $17.67 per Share, weighed in favor of the fairness of the
Offer and the Merger in that the price it had paid was substantially similar to
the Offer Price.

    CONCLUSIONS OF THE BOARD OF DIRECTORS OF THERMO ELECTRON.  Thermo Electron's
Board of Directors concluded that, given the recent performance of the Shares
prior to the announcement of Thermo Electron's intention to take the Company
private, the uncertainties surrounding the Company's future growth prospects and
the limited trading market for the Shares, the Offer and the Merger were fair to
the Unaffiliated Stockholders. In determining that the Offer and the Merger were
fair to the Unaffiliated Stockholders, the Board of Directors of Thermo Electron
considered the above factors as a whole and did not assign specific or relative
weights to them, other than that the Offer Price of $17.50 per Share in cash was
considered the most important factor.

    CONCLUSIONS OF THE BOARD OF DIRECTORS OF THE PURCHASER.  The Board of
Directors of the Purchaser reviewed the fairness analysis and conclusion of the
Board of Directors of Thermo Electron, and has adopted the Thermo Electron Board
of Directors' analysis and conclusion that the Offer and the Merger are fair to
the Unaffiliated Stockholders. Accordingly, the Board of Directors of the
Purchaser has also determined that the Offer and the Merger are fair to the
Unaffiliated Stockholders.

    SUMMARY OF JPMORGAN'S ANALYSIS AND OPINION

    Thermo Electron retained JPMorgan as its exclusive financial advisor for the
purpose of advising Thermo Electron in connection with its strategic
alternatives, including advising Thermo Electron in connection with the
acquisition of the minority interest in the Company. JPMorgan presented the
results of its analysis of the ranges of potential values of the Shares to the
Thermo Electron Board of Directors on August 20, 2001. Following Thermo
Electron's announcement, on September 26, 2001, that it was reevaluating the
Offer Price in light of the terrorist attacks on September 11, 2001, Thermo
Electron requested JPMorgan to update its valuation analysis with respect to the
Shares. JPMorgan's financial analysis, including the selection of valuation
methodologies, was prepared to assist the Board of Directors of Thermo Electron
with its evaluation of the Offer and the Merger.

    At the November 6, 2001 meeting of the Board of Directors of Thermo
Electron, JPMorgan also orally delivered its opinion (the "Opinion"),
subsequently confirmed in a written opinion dated November 6, 2001, that, as of
such date and based upon and subject to the various factors, assumptions and
limitations set forth in its Opinion, the Offer Price of $17.50 net per Share in
cash was fair, from a financial point of view, to Thermo Electron. No limitation
was placed upon the scope of JPMorgan's investigation or valuation methodologies
by Thermo Electron.

    At the November 6, 2001 meeting, representatives of JPMorgan were present.
Richard F. Syron, Chairman and Chief Executive Officer of Thermo Electron,
scheduled the meeting and requested that the representatives of JPMorgan come to
the meeting in order to make their presentation regarding the Opinion.

    JPMORGAN'S FINANCIAL ANALYSIS AND RELATED OPINION WERE PROVIDED TO THE BOARD
OF DIRECTORS OF THERMO ELECTRON. THE OPINION IS DIRECTED ONLY TO THE FAIRNESS OF
THE CONSIDERATION FROM A FINANCIAL POINT OF VIEW TO THERMO ELECTRON (AND NOT TO
THE UNAFFILIATED STOCKHOLDERS) AND DOES NOT CONSTITUTE A RECOMMENDATION AS TO
WHETHER OR NOT THE UNAFFILIATED STOCKHOLDERS SHOULD TENDER THEIR SHARES IN THE
OFFER.

    The full text of JPMorgan's written Opinion, which sets forth among other
things the assumptions made, procedures followed, matters considered and
limitations on the scope of the review undertaken by JPMorgan in conducting its
financial analysis and in rendering its Opinion, is attached as Exhibit 12(c) to
the Schedule TO. The written Opinion should be read carefully and in its
entirety. A copy of JPMorgan's written Opinion will be made available for
inspection and copying at the principal office of Thermo Electron during its
regular business hours upon request from any record holder of the

                                       17
<Page>
Shares or a representative of such person designated as such in writing or may
be obtained from the Schedule TO filed with the Commission. Requests to have the
Opinion made available should be directed to the Corporate Secretary of Thermo
Electron at the address set forth under "Certain Information Concerning The
Purchaser And Thermo Electron." The summary of JPMorgan's Opinion set forth in
this Offer to Purchase is qualified in its entirety by reference to the full
text of the written Opinion.

    In conducting its financial analysis and rendering its Opinion, JPMorgan,
among other things:

    - reviewed certain publicly available business and financial information
      concerning the Company and the industries in which it operates;

    - compared the financial and operating performance of the Company with
      publicly available information concerning certain other companies JPMorgan
      deemed relevant and reviewed the current and historical market prices of
      the Shares and certain publicly traded securities of such other companies;

    - reviewed certain internal financial analyses and forecasts prepared by the
      management of Thermo Electron relating to the Company's businesses, as
      well as the Synergies; and

    - performed such other financial studies and analyses and considered such
      other information as JPMorgan deemed appropriate for the purposes of the
      Opinion.

    JPMorgan also held discussions with certain members of the management of
Thermo Electron with respect to certain aspects of the Offer and the Merger. In
addition, JPMorgan held discussions with certain members of management of Thermo
Electron with respect to the past and current business operations of the
Company, the financial condition and future prospects and operations of the
Company, the effect of the Offer and the Merger on the financial condition and
future prospects of Thermo Electron and certain other matters believed necessary
or appropriate to JPMorgan's inquiry. In addition, JPMorgan reviewed such other
financial studies and analyses and considered such other information as JPMorgan
deemed appropriate for the purposes of its financial analysis and Opinion.
JPMorgan did not hold any discussions with management of the Company.

    JPMorgan relied upon and assumed, without independent verification, the
accuracy and completeness of all information that was publicly available or that
was furnished to, or discussed with, JPMorgan by Thermo Electron or otherwise
reviewed by JPMorgan, and JPMorgan has not assumed any responsibility or
liability therefor. JPMorgan did not conduct any valuation, appraisal or
physical inspection of any assets or liabilities, nor were any valuations or
appraisals provided to JPMorgan. JPMorgan also assumed that there have been no
material changes in the Company's results of operations or financial condition
since the date of the most recent financial statements made available to
JPMorgan. In relying on the financial analyses and forecasts provided to, or
discussed with, JPMorgan, including the Synergies, JPMorgan has assumed that
they have been reasonably prepared based on assumptions reflecting the best
currently available estimates and judgments by management as to the expected
future results of operations and financial condition of the Company to which
such analyses or forecasts relate. JPMorgan also assumed that the Offer and the
Merger will have the tax consequences described in discussions with, and
materials furnished to us by, representatives of Thermo Electron. JPMorgan
relied as to all legal matters relevant to rendering its Opinion upon the advice
of counsel. JPMorgan further assumed that any material governmental, regulatory
or other consents and approvals necessary for the consummation of the
Transaction will be obtained without any adverse effect on the Company or Thermo
Electron or on the contemplated benefits of the Offer and the Merger.

                                       18
<Page>
    JPMorgan's Opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to JPMorgan as
of, the date of its Opinion. Subsequent developments may affect the Opinion, and
JPMorgan does not have any obligation to update, revise or reaffirm its Opinion.
JPMorgan's Opinion is limited to the fairness, from a financial point of view,
of the consideration to be paid by SPAI in the proposed Offer and Merger and
JPMorgan has expressed no opinion as to the underlying decision by Thermo
Electron to engage in the Offer and the Merger. JPMorgan has also expressed no
opinion as to the price at which the Shares or the common stock of Thermo
Electron will trade at any future time, whether prior to or following
consummation of the Offer and the Merger.

    In accordance with customary investment banking practice, JPMorgan employed
generally accepted valuation methods in conducting its financial analysis and
reaching its Opinion. The following is a summary of the material financial
analyses undertaken by JPMorgan with respect to the Company and presented to the
Board of Directors of Thermo Electron at its meeting on November 6, 2001:

    PUBLIC TRADING MULTIPLES.  Using publicly available information, JPMorgan
compared selected financial data of the Company with similar data for selected
publicly traded companies engaged in businesses which JPMorgan deemed to be
relevant to the Company's business. The companies selected by JPMorgan were
Coherent Inc., GSI Lumonics Inc., and Newport Corporation. These companies were
selected, among other reasons, because they compete in similar industries with
fairly similar competitive dynamics and growth potential. For each selected
company, publicly available financial performance through the most recent last
twelve months was measured. In addition, JPMorgan derived estimates of sales,
EBITDA and net income per share for the fiscal years 2001 and 2002 for each
selected company from company filings and the Institutional Brokers Estimates
System.

    JPMorgan applied a range of multiples derived from such analysis to the
Company's estimated sales, EBITDA and net income per share for calendar years
2001 and 2002 both with and without the impact of the Synergies, and arrived at
an estimated range of equity values for the Shares of approximately $13.00 to
$18.00 per Share, with the top end of such range reflecting the Synergies.

    DISCOUNTED CASH FLOW ANALYSIS.  JPMorgan conducted a discounted cash flow
analysis for the purpose of determining the fully diluted equity value per
Share. JPMorgan calculated the unlevered free cash flows that the Company is
expected to generate during fiscal years 2002 through 2006 based upon financial
projections prepared by JPMorgan after discussions with the management of Thermo
Electron. JPMorgan also calculated a range of terminal asset values of the
Company at the end of the five-year period ending 2006 by applying a range of
terminal EBITDA multiples of 7.5 to 8.5 to the EBITDA of the Company during the
final year of the five-year period. The unlevered free cash flows and the range
of terminal asset values were then discounted to present values using a range of
discount rates from 10% to 12%, which were chosen by JPMorgan based upon an
analysis of the Company's weighted average cost of capital. The present value of
the unlevered free cash flows and the range of terminal asset values were then
adjusted for the Company's estimated 2001 fiscal year-end excess cash, option
exercise proceeds and total debt. Based on this analysis, JPMorgan calculated an
estimated range of equity values of between $11.75 and $14.75 per Share.
JPMorgan also performed a discounted cash flow analysis that added the Synergies
to the unlevered free cash flows of the Company. Based on this analysis,
JPMorgan calculated an estimated range of equity values of between $15.25 and
$18.75 per Share.

    HISTORICAL COMMON STOCK PERFORMANCE.  JPMorgan conducted a historical
analysis of the closing price of the Shares over the 52-week period prior to the
date of its Opinion. During the 52-week period, based on trading prices on
Nasdaq, the Company's Shares achieved a high closing price of $46.25 on
January 16, 2001 and a low closing price of $13.25 on April 4, 2001.

                                       19
<Page>
    The summary set forth above does not purport to be, and is not, a complete
description of the financial analyses or data presented by JPMorgan. The
preparation of a fairness opinion is a complex process and is not necessarily
susceptible to partial analysis or summary description. In arriving at its
Opinion, JPMorgan considered the results of all of its analyses as a whole and
did not attribute any particular weight to any analysis or factor considered by
it. JPMorgan believes that the summary set forth above and its analyses must be
considered as a whole and that selecting portions thereof, without considering
all of its analyses, could create an incomplete view of the processes underlying
its analyses and Opinion. In addition, JPMorgan may have given various analyses
and factors more or less weight than other analyses and factors, and may have
deemed various assumptions more or less probable than other assumptions so that
the ranges of valuation resulting from any particular financial analysis
described should not be taken as JPMorgan's view of the actual value of the
Company. JPMorgan based its analyses on assumptions that it deemed reasonable,
including assumptions concerning general business and economic conditions and
industry-specific factors. The other principal assumptions upon which JPMorgan
based its analyses are set forth above under the description of each such
analysis. JPMorgan's analyses are not necessarily indicative of actual values or
actual future results that might be achieved, which values may be higher or
lower than those indicated. Moreover, JPMorgan's analyses are not and do not
purport to be appraisals or otherwise reflective of the prices at which
businesses actually could be bought or sold. JPMorgan has consented to the
reference to and discussion of its Opinion in this document.

    At the August 20 meeting of the Thermo Electron Board of Directors, JPMorgan
described the procedures and analyses it had undertaken with respect to the
ranges of potential values of the Shares, which were substantially similar to
those undertaken in preparation for the November 6 meeting, as described above.
The results of those analyses are summarized below. The November 6 analysis
resulted in lower valuations for the Shares because of a projected deterioration
in the Company's prospects after the events of September 11.

    PUBLIC TRADING MULTIPLES.  Using substantially the same methodologies as
described above under "Public Trading Multiples" for the November 6, 2001
meeting, JPMorgan applied a range of multiples to the Company's estimated sales,
EBITDA and net income per share for fiscal years 2001 and 2002, and arrived at
an estimated range of equity values for the Shares of approximately $15.00 to
$21.00 per Share, with the top end of such range reflecting the Synergies.

    DISCOUNTED CASH FLOW ANALYSIS.  Using substantially the same methodologies
as described above under "Discounted Cash Flow Analysis" for the November 6,
2001 meeting, JPMorgan calculated an estimated range of equity values for the
Shares of between $13.00 and $16.25 per Share. JPMorgan also performed a
discounted cash flow analysis that added the Synergies to the unlevered free
cash flows of the Company. Based on this analysis, JPMorgan calculated an
estimated range of equity values of between $17.00 and $20.75 per Share.

    HISTORICAL COMMON STOCK PERFORMANCE.  Using substantially the same
methodologies as described above under "Historical Common Stock Performance" for
the November 6, 2001 meeting, JPMorgan noted that the Company's Shares had
achieved a high closing price of $72.25 on August 21, 2000 and a low closing
price of $13.25 on April 4, 2001.

    As described above, JPMorgan's Opinion was only one of many factors
considered by the Board of Directors of Thermo Electron in its determination
that the terms of the Offer and the Merger are fair to the Unaffiliated
Stockholders and should not be viewed as determinative of the views of the Board
of Directors of Thermo Electron with respect to the value of the Company.

    JPMorgan advised the Board of Directors of Thermo Electron in connection
with the Offer and the Merger in part because JPMorgan had been retained to
advise Thermo Electron in connection with

                                       20
<Page>
the overall reorganization of Thermo Electron and its subsidiaries. The Board of
Directors of Thermo Electron also considered JPMorgan's experience and
expertise. As part of its investment banking businesses, JPMorgan and its
affiliates are continually engaged in the valuation of businesses and securities
in connection with mergers and acquisitions, investments for passive and control
purposes, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes.

    JPMorgan has advised Thermo Electron that, in the ordinary course of its
business, it and its affiliates may actively trade the debt and equity
securities of the Company, Thermo Electron and their affiliates for their own
account and for the accounts of customers and, accordingly, may at any time hold
a long or short term position in such securities.

    Pursuant to a letter agreement among Thermo Electron and JPMorgan, dated
January 17, 2000 (as amended), Thermo Electron has agreed to pay JPMorgan a fee
of $750,000 for its services in connection with the Offer and the Merger. In
addition, JPMorgan will be reimbursed for expenses incurred in connection with
these transactions. Since January 2000, JPMorgan has also been acting as
financial advisor to Thermo Electron in connection with the overall
reorganization of Thermo Electron's businesses, which has been effected in a
series of transactions since January 2000 and for which JPMorgan has received
customary compensation. In addition, JPMorgan was engaged by the Company in May
2000 to act as its financial advisor in connection with the Company's
consideration of its strategic alternatives, which assignment was completed by
November 2000. Thermo Electron has agreed to indemnify JPMorgan and its
affiliates against certain liabilities, including liabilities under the federal
securities laws, in connection with its engagement.

CONFLICTS OF INTEREST

    THERMO ELECTRON.  The financial interests of Thermo Electron are adverse as
to the Offer Price to the financial interests of the Unaffiliated Stockholders.

    DIRECTORS OF THERMO ELECTRON. Mr. Marijn Dekkers, a member of the Board of
Directors of Thermo Electron and its Chief Operating Officer and President, is
also a member of the Board of Directors of the Company. Mr. Dekkers holds equity
interests in the Company. These positions and equity interests present this
director with actual or potential conflicts of interest in determining the
fairness of the Offer and the Merger to the Unaffiliated Stockholders. However,
Mr. Dekkers abstained from voting with respect to the Offer and the Merger. See
Schedule I to this Offer to Purchase for a listing of the positions that the
members of the Board of Directors of Thermo Electron hold with Thermo Electron
and the Company and ownership of the common stock of the Company.

    EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY.  In considering any
position that the Board of Directors of the Company may take with respect to the
Offer, the Unaffiliated Stockholders should be aware that the executive officers
and certain directors of the Company have interests in connection with the Offer
and the Merger that present them with actual or potential conflicts of interest,
which will be described in the Company's Solicitation/Recommendation Statement
on Schedule 14D-9.

    Following consummation of the Offer and the Merger, Thermo Electron
anticipates that the board of directors of the Company, as the corporation
surviving the Merger (the "Surviving Corporation"), will be comprised solely of
members of the Company and Thermo Electron. Officers and directors of the
Company who own Shares will receive the Offer Price in the Offer or the Merger
on the same terms as the Unaffiliated Stockholders.

OTHER POSSIBLE PURCHASES OF SHARES

    If the Offer is successfully completed, Thermo Electron and its subsidiaries
will collectively own at least 86.5% of the outstanding Shares. After the Offer
is completed, Thermo Electron may acquire

                                       21
<Page>
additional Shares in the open market or in privately negotiated transactions to
the extent required for Thermo Electron and its subsidiaries' collective
ownership of Shares to equal or exceed 90%. If the Offer is not completed,
Thermo Electron may make open market or privately negotiated purchases of Shares
to the extent necessary in order for Thermo Electron and its subsidiaries
collectively to own at least 90% of the outstanding Shares. Such open market or
privately negotiated purchases would be made at market prices or privately
negotiated prices at the time of purchase, which may be higher or lower than the
Offer Price.

THE MERGER

    If the Offer is successfully completed and Thermo Electron's beneficial
ownership of the Shares equals or exceeds 90%, Thermo Electron currently plans
to cause the Purchaser to merge into the Company in a short-form merger, which
would occur as soon as possible after February 22, 2002. After the short-form
merger, the Company would be wholly owned by Thermo Electron. Under the Delaware
General Corporation Law (the "DGCL"), if the Purchaser owns at least 90% of the
outstanding Shares, the Purchaser would have the power to approve, adopt and
consummate the Merger without a vote of the Company's Board of Directors or
stockholders, unless the Merger occurs before February 23, 2002, in which case
the Merger would require the approval of the holders of at least two-thirds of
the minority shares of the Company. It is Thermo Electron's current intention to
wait until as soon as practicable after February 22, 2002 to complete the
Merger.

    On the effective date of the Merger (the "Effective Date of the Merger"),
each outstanding Share (other than Shares held by stockholders, if any, who are
entitled to and perfect their appraisal rights under Section 262 of the DGCL)
would be cancelled and converted into the right to receive cash in exchange for
their Shares, without interest. After the Merger, Thermo Electron will, directly
or indirectly, own 100% of the equity interest in the Surviving Corporation.

CERTAIN EFFECTS OF THE OFFER AND THE MERGER

    GENERAL.  Upon completion of the Offer and the Merger, Thermo Electron would
have complete control over the conduct of the Company's business and would have
a 100% interest in the net book value and net earnings of the Company. In
addition, Thermo Electron would receive the benefit of complete control over any
future increases in the value of the Company and would bear the complete risk of
any losses incurred in the operation of the Company and any decrease in the
value of the Company. Thermo Electron's and its subsidiaries' aggregate
ownership of the Company prior to the transactions contemplated by the Offer and
the Merger was approximately 78.5%. Upon completion of the Offer and the Merger,
Thermo Electron's and its subsidiaries' aggregate interest in the Company's net
book value of approximately $115 million on September 30, 2001 and net income of
$1,447,000 for the year ended December 31, 2000 would increase from
approximately 78.5% of such amounts to 100% of such amounts. Because the
Purchaser currently owns less than 80% of the Company's outstanding Shares, any
existing operating loss carryforwards of the Company may be used only to offset
future income of the Company, and not of Thermo Electron.

    BENEFITS AND DETRIMENTS TO THE UNAFFILIATED STOCKHOLDERS.  Upon completion
of the Offer and the Merger, the Unaffiliated Stockholders would no longer have
any interest in, and would not be stockholders of, the Company and therefore
would not participate in the Company's future earnings and potential growth and
would no longer bear the risk of any decreases in the value of the Company. In
addition, the Unaffiliated Stockholders would not share in any distribution of
proceeds after any sales of businesses of the Company, whether contemplated at
the time of the Offer or thereafter. See "--Conduct Of Thermo Electron After The
Offer And The Merger." All of the Unaffiliated Stockholders' other incidents of
stock ownership, such as the rights to vote on certain corporate decisions, to
elect directors, to receive distributions upon the liquidation of the Company
and to receive appraisal rights upon certain mergers or consolidations of the
Company (unless such appraisal rights

                                       22
<Page>
are perfected in connection with the Merger), as well as the benefit of
potential increases in the value of their holdings in the Company based on any
improvements in the Company's future performance, would be extinguished upon
acceptance of Shares tendered in the Offer or, if not tendered, upon completion
of the Merger.

    Upon completion of the Offer and the Merger, the Unaffiliated Stockholders
would also not bear the risks of potential decreases in the value of their
holdings in the Company based on any downturns in the Company's future
performance. Instead, the Unaffiliated Stockholders would have immediate
liquidity in the form of the Offer Price in place of an ongoing equity interest
in the Company in the form of the Shares. In summary, if the Offer and the
Merger are completed, the Unaffiliated Stockholders would have no ongoing rights
as stockholders of the Company (other than statutory appraisal rights in the
case of Unaffiliated Stockholders who are entitled to and perfect such rights
under Delaware law).

    POSSIBLE EFFECT OF THE OFFER AND OPEN MARKET PURCHASES ON THE MARKET FOR
SHARES.  Following the completion of the Offer and prior to the Effective Date
of the Merger, the purchase of Shares by the Purchaser pursuant to the Offer or
any subsequent open market or privately negotiated purchases would reduce the
number of Shares that might otherwise trade publicly and may reduce the number
of holders of Shares. This could adversely affect the liquidity and market value
of the remaining Shares held by the public.

    NASDAQ.  If the Offer and Merger are consummated, the Shares would not meet
the requirements for continued listing on The Nasdaq National Market and would
be delisted.

    Following the closing of the Offer and prior to the Effective Date of the
Merger, depending upon the aggregate market value and the number of Shares not
purchased pursuant to the Offer or any subsequent open market or privately
negotiated purchases, as well as the number of Unaffiliated Stockholders who are
not affiliated with Thermo Electron, the Shares may no longer meet the
quantitative requirements for continued listing on The Nasdaq National Market.

    In the event that the Shares no longer meet the requirements for trading on
The Nasdaq National Market, it is possible that the Shares would continue to
trade in the over-the-counter market prior to the Effective Date of the Merger
and that price or other quotations might still be available from other sources.
The extent of the public market for the Shares and the availability of such
quotations would, however, depend upon such factors as the number of holders
and/or the aggregate market value of such Shares remaining at such time, the
interest in maintaining a market in such Shares on the part of securities firms,
the possible termination of registration of such Shares under the Exchange Act,
as described below, and other factors. The Purchaser cannot predict whether a
reduction in the number of Shares that might otherwise trade publicly would have
an adverse or beneficial effect on the market price for or marketability of the
Shares or whether it would cause future market prices to be greater or less than
the price paid in the Offer and the Merger.

    EXCHANGE ACT REGISTRATION.  The Shares are currently registered under the
Exchange Act. If the Offer and the Merger are completed, however, the Company's
reporting obligations under the Exchange Act would terminate.

    Prior to the Effective Date of the Merger, the purchase of Shares pursuant
to the Offer or open market or privately negotiated purchases following
consummation of the Offer may result in the Shares becoming eligible for
deregistration under the Exchange Act. Registration of the Shares may be
terminated upon application by the Company to the Commission if the Shares are
not listed on a national securities exchange and there are fewer than 300 record
holders of the Shares. Thermo Electron presently intends to seek to cause the
Company to terminate the registration of the Shares under the Exchange Act as
soon after the consummation of the Offer or the Merger as the requirements for
termination of registration are met.

                                       23
<Page>
    The termination of the registration of the Shares under the Exchange Act
would substantially reduce the information required to be furnished by the
Company to holders of the Shares and would make certain provisions of the
Exchange Act, such as the short-swing profit recovery provisions of
Section 16(b), the requirement of furnishing a proxy statement in connection
with stockholders' meetings pursuant to Section 14(a) and the requirements of
Rule 13e-3 under the Exchange Act with respect to "going private" transactions,
no longer applicable to the Shares. Furthermore, "affiliates" of the Company and
persons holding "restricted securities" of the Company may be deprived of the
ability to dispose of the securities pursuant to Rule 144 under the Securities
Act. If registration of the Shares under the Exchange Act were terminated, the
Shares would no longer be "margin securities" or eligible for listing on The
Nasdaq National Market.

    MARGIN REGULATIONS.  The Shares are currently "margin securities" under the
rules of the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board"), which has the effect, among other things, of allowing brokers
to extend credit on the collateral of such Shares for the purpose of buying,
carrying or trading in securities ("purpose loans"). If the Offer and the Merger
are completed, the Shares would no longer be "margin securities." Following the
purchase of Shares pursuant to the Offer or any subsequent open market or
privately negotiated purchases and prior to the Effective Date of the Merger,
depending upon factors such as the number of record holders of the Shares and
the number and market value of publicly held Shares, the Shares might no longer
constitute "margin securities" for purposes of the Federal Reserve Board's
margin regulations and therefore no longer be used as collateral for purpose
loans made by brokers. In addition, if registration of the Shares under the
Exchange Act were terminated, the Shares would no longer constitute "margin
securities."

    TREATMENT OF SPECTRA-PHYSICS OPTIONS.

    At the time of the Merger, all options to purchase Shares (the "Options")
will become options to purchase Thermo Electron Common Stock with the same terms
and vesting as existed prior to the Merger, except as described below.

    At the time of the Merger, all Options that are exercisable will become
exercisable options to purchase Thermo Electron Common Stock.

    Any Options that are not exercisable at the time of the Merger (the
"Accelerated Options") will become immediately exercisable to purchase Thermo
Electron Common Stock if the options are "in-the-money" on the date of the
Merger. However, if the holder exercises the Accelerated Options before the date
or dates on which the options would have vested, the shares that he or she
receives will not be saleable until the date or dates in the future when the
options would have vested.

    Any Options that are not exercisable at the time of the Merger and that are
"out-of-the-money" on the date of the Merger, will not become immediately
exercisable to purchase Thermo Electron Common Stock. These Options will retain
the same vesting terms as the original Options.

    The number of shares of Thermo Electron Common Stock underlying each assumed
option will equal the number of Shares underlying the option before the Merger,
multiplied by the "cash exchange ratio" described below, rounded down to the
nearest whole number of shares of Thermo Electron Common Stock. The exercise
price for each assumed option (the "Adjusted Exercise Price") will be calculated
by dividing the exercise price of the stock option before the Merger by the
"cash exchange ratio" described below, rounded up to the nearest whole cent.

    The "cash exchange ratio" for the Merger will be a fraction, the numerator
of which is the price per Share payable in the Merger and the denominator of
which is the closing price of Thermo Electron Common Stock on the day preceding
the effective date of the Merger.

    ACCOUNTING TREATMENT.  The Offer and the Merger would be accounted for as
the acquisition of a minority interest by Thermo Electron, using the purchase
method of accounting.

                                       24
<Page>
    TAX CONSEQUENCES.  For federal income tax purposes, the receipt of the cash
consideration by holders of the Shares pursuant to the Offer or the Merger will
be a taxable sale of the holder's Shares. See "Certain Federal Income Tax
Consequences."

CONDUCT OF THERMO ELECTRON AFTER THE OFFER AND THE MERGER

    If the Offer and the Merger are completed, Thermo Electron intends to run
the business of the Company in substantially the same manner as it has been run
prior to the Offer and the Merger, except that Thermo Electron intends to
conduct a review of whether and/or to what extent the Company should continue
its telecommunications business. In addition, if the Offer and the Merger are
completed, Thermo Electron intends to cause the Company's Board of Directors to
consist solely of Thermo Electron employees, and further intends to undertake a
review of the composition of the Company's management. Further, Thermo Electron
intends to explore how best to integrate the Company's operations with those of
Thermo Electron, with a view to eliminating inefficiencies that result from
duplicative facilities or other aspects of the Company's business.

    Except as otherwise described in this Offer to Purchase, the Purchaser and
Thermo Electron do not have, as of the date of this Offer to Purchase, any plans
or proposals for:

    - any extraordinary corporate transaction, such as a merger, reorganization
      or liquidation, involving the Company after the completion of the Offer
      and the Merger;

    - any purchase, sale or transfer of a material amount of assets of the
      Company after the completion of the Offer and the Merger;

    - any change in the present Board of Directors or management of the Company,
      including, but not limited to, any plans or proposals to change the number
      or the term of directors or to fill any existing vacancies on the board or
      to change any material term of the employment contract of any executive
      officer;

    - any material change in the Company's present dividend rate or policy,
      indebtedness or capitalization;

    - any other material change in the Company's corporate structure or
      business;

    - the acquisition by any person of additional securities of the Company, or
      the disposition of securities of the Company; or

    - any changes in the Company's charter, bylaws or other governing
      instruments or other actions that could impede the acquisition of control
      of the Company.

CONDUCT OF THERMO ELECTRON IF THE OFFER IS NOT COMPLETED

    If the Offer is not completed because the Minimum Condition or another
condition is not satisfied or waived, Thermo Electron expects to evaluate
whether it would continue to pursue the acquisition of the remaining equity
interest in the Company that Thermo Electron does not currently own. In
particular, Thermo Electron may consider:

    - engaging in open market or privately negotiated purchases of Shares to
      increase Thermo Electron's and its subsidiaries' aggregate ownership of
      Shares to at least 90% of the outstanding Shares and then effecting a
      short-form merger (subject to Thermo Electron's compliance with
      Section 203 of the Delaware General Corporation Law);

    - proposing that the Purchaser and the Company enter into a long-form merger
      agreement, which would require the approval of the Company's Board of
      Directors and, if such Merger were to take place before February 23, 2002,
      the approval of the holders of at least two-thirds of the Company's
      minority shares;

                                       25
<Page>
    - keeping outstanding the public minority interest in the Company, in which
      case the Unaffiliated Stockholders would receive no cash for their Shares
      and would bear the risk that the trading price per Share could decline to
      a price that is less than the Offer Price; or

    - selling their interests in the Company or pursuing a sale of the entire
      Company to a third party.

    If Thermo Electron were to pursue any of these alternatives, it may take
considerably longer for the Unaffiliated Stockholders to receive any
consideration for their Shares (other than through sales in the open market)
than if they had tendered their Shares in the Offer. Any such transaction may
result in proceeds per Share to the Unaffiliated Stockholders that are more or
less than the Offer Price.

    In addition, if the Offer is not completed, Thermo Electron expects to
undertake the review of the Company's business and composition of its management
as described above under "--Conduct of Thermo Electron After The Offer And The
Merger."

                                       26
<Page>
                                THE TENDER OFFER

TERMS OF THE OFFER; EXPIRATION DATE

    Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will accept for payment and pay for all Shares validly
tendered prior to the Expiration Date (as defined below) and not properly
withdrawn as provided in "--Withdrawal Rights." The term "Expiration Date" means
12:00 midnight, New York City time, on Friday, December 21, 2001, unless and
until the Purchaser, in its sole discretion, shall have extended the period
during which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date at which the Offer, as so extended by the
Purchaser, shall expire.

    Subject to the applicable rules and regulations of the Commission, the
Purchaser expressly reserves the right, in its sole discretion, at any time and
from time to time, to extend the period during which the Offer is open for any
reason, including the failure to satisfy any of the conditions specified in
"--Certain Conditions Of The Offer," and thereby delay acceptance for payment
of, and payment for, any Shares, by giving oral or written notice of such
extension to the Depositary. There can be no assurance that the Purchaser will
exercise its right to extend the Offer. During any such extension, all Shares
previously tendered and not properly withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholder's
Shares. See "--Withdrawal Rights."

    Subject to the applicable rules and regulations of the Commission, the
Purchaser also expressly reserves the right, in its sole discretion, at any time
and from time to time, to (1) terminate the Offer and not accept for payment (or
pay for) any Shares if any of the conditions referred to in "--Certain
Conditions Of The Offer" has not been satisfied or upon the occurrence and
during the continuance of any of the events specified in "--Certain Conditions
Of The Offer," and (2) waive any condition or amend the Offer in any respect, in
each case by giving oral or written notice of termination, waiver or amendment
to the Depositary and by making a public announcement thereof. The Purchaser
acknowledges (a) that Rule 14e-1(c) under the Exchange Act requires the
Purchaser to pay the consideration offered or return the Shares tendered
promptly after the termination or withdrawal of the Offer and (b) that the
Purchaser may not delay acceptance for payment of, or payment for, any Shares
upon the occurrence of any of the conditions specified in "--Certain Conditions
Of The Offer" without extending the period during which the Offer is open.

    If the Minimum Condition or any other condition specified in "--Certain
Conditions Of The Offer" is not fulfilled by the Expiration Date, the Purchaser
reserves the right (but shall not be obligated) to (1) decline to purchase any
of the Shares tendered, return all tendered Shares to tendering stockholders and
terminate the Offer, (2) extend the Offer and retain all tendered Shares until
the expiration of the Offer, as extended, subject to the terms and conditions of
the Offer (including any rights of stockholders to withdraw their Shares), or
(3) waive or reduce the condition and, subject to complying with applicable
rules and regulations of the Commission, accept for payment and purchase all
Shares validly tendered.

    Any extension, termination or amendment will be followed as promptly as
practicable by a public announcement thereof, such announcement, in the case of
an extension, to be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Purchaser may choose to make any public
announcement, except as provided by applicable law (including Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act, which require that material changes
be promptly disseminated to holders of Shares), the Purchaser will have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Jones News Service. The
Purchaser does not intend to provide a subsequent offering period in the Offer.

                                       27
<Page>
    If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or waives a material condition of the Offer,
the Purchaser will disseminate additional tender offer materials (including by
public announcement as set forth above) and extend the Offer to the extent
required by Rules 14d-4(d), 14d-6(d) and 14e-1 under the Exchange Act. The
minimum period during which the Offer must remain open following material
changes in the terms of the Offer or information concerning the Offer, other
than a change in price, a change in percentage of securities sought or a change
in any dealer's soliciting fee, will depend upon the facts and circumstances,
including the relative materiality of the changes. With respect to a change in
price or, subject to certain limitations, a change in the percentage of
securities sought or a change in any dealer's soliciting fee, a minimum ten
business day period from the date of such change is generally required to allow
for adequate dissemination of such change to stockholders. Accordingly, if,
prior to the Expiration Date, the Purchaser decreases the number of Shares being
sought, increases the consideration offered pursuant to the Offer or adds a
dealer's soliciting fee, and if the Offer is scheduled to expire at any time
earlier than the period ending on the tenth business day from the date that
notice of such increase, decrease or addition is first published, sent or given
to stockholders, the Offer will be extended at least until the expiration of
such ten business day period. For purposes of the Offer, a "business day" means
any day other than a Saturday, Sunday or a federal holiday and consists of the
time period from 12:01 a.m. through 12:00 midnight, New York City time.

    This Offer to Purchase and the related Letter of Transmittal and, if
required, other relevant material will be mailed to record holders of Shares and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
Company's stockholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES

    Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will purchase by accepting for payment, and will pay
for, all Shares validly tendered prior to the Expiration Date and not properly
withdrawn (including Shares validly tendered and not withdrawn during any
extension of the Offer, if the Offer is extended, subject to the terms and
conditions of such extension), promptly after the Expiration Date. In addition,
subject to complying with Rule 14e-1 under the Exchange Act, the Purchaser
expressly reserves the right, in its sole discretion, to delay the acceptance
for payment of, or payment for, Shares in order to comply, in whole or in part,
with any applicable law.

    In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of:

    - certificates evidencing Shares ("Share Certificates") or timely
      confirmation of a book-entry transfer of such Shares ("Book-Entry
      Confirmation") into the Depositary's account at The Depository Trust
      Company (the "Book-Entry Transfer Facility") pursuant to the procedures
      set forth in "--Procedures For Accepting The Offer And Tendering Shares";

    - the Letter of Transmittal (or a facsimile thereof), properly completed and
      duly executed, with any required signature guarantees, or an Agent's
      Message (as defined below) in connection with a book-entry transfer; and

    - any other documents required by the Letter of Transmittal.

    Accordingly, payment may be made to tendering stockholders at different
times if delivery of the Shares and other required documents occurs at different
times.

    The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that

                                       28
<Page>
the Book-Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the Shares which are
the subject of such Book-Entry Confirmation, that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against such participant.

    For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares so accepted for payment pursuant to the Offer will be made by deposit
of the aggregate purchase price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payment from the
Purchaser and transmitting such payment to stockholders whose Shares have been
accepted for payment. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE
FOR SHARES BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR DELAY IN MAKING
SUCH PAYMENT. Upon the deposit of funds with the Depositary for the purpose of
making payment to validly tendering stockholders, the Purchaser's obligation to
make such payment shall be satisfied and such tendering stockholders must
thereafter look solely to the Depositary for payment of the amounts owed to them
by reason of the acceptance for payment of Shares pursuant to the Offer.

    If any tendered Shares are not accepted for payment pursuant to the terms
and conditions of the Offer for any reason, or if Share Certificates are
submitted for more Shares than are tendered, Share Certificates representing
Shares not purchased or not tendered will be returned, without expense, to the
tendering stockholder (or, in the case of Shares tendered by book-entry transfer
of such Shares into the Depositary's account at the Book-Entry Transfer Facility
pursuant to the procedures for book-entry transfer set forth in "--Procedures
For Accepting The Offer And Tendering Shares," such Shares will be credited to
an account maintained at the Book-Entry Transfer Facility), as soon as
practicable following expiration or termination of the Offer.

    If, prior to the Expiration Date, the Purchaser increases the consideration
to be paid per Share, the Purchaser will pay such increased consideration for
all Shares purchased pursuant to the Offer, whether or not such Shares have been
tendered or purchased prior to such increase in consideration.

    The Purchaser reserves the right to transfer or assign, in whole or in part
from time to time, to one or more of its affiliates, the right to purchase the
Shares tendered pursuant to the Offer, but any such transfer or assignment will
not relieve the Purchaser of its obligations under the Offer, nor will any such
transfer or assignment in any way prejudice the rights of tendering stockholders
to receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer.

PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES

    GENERAL.  Except as set forth below, in order for Shares to be validly
tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message in connection with a book-entry
delivery of Shares, and any other documents required by the Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase prior to the Expiration Date,
and either (l) Share Certificates evidencing tendered Shares must be received by
the Depositary at such address or such Shares must be tendered pursuant to the
procedures for book-entry transfer set forth below (and a Book-Entry
Confirmation must be received by the Depositary), in each case prior to the
Expiration Date, or (2) the guaranteed delivery procedures set forth below must
be complied with.

    No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
the Letter of Transmittal (or a facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.

                                       29
<Page>
    THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE SOLE OPTION AND RISK OF EACH TENDERING STOCKHOLDER AND,
EXCEPT AS OTHERWISE PROVIDED UNDER THIS HEADING "--PROCEDURES FOR ACCEPTING THE
OFFER AND TENDERING SHARES," THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

    BOOK-ENTRY TRANSFER.  The Depositary will make a request to establish
accounts with respect to the Shares at the Book-Entry Transfer Facility for
purposes of the Offer within two business days after the date of this Offer to
Purchase. Any financial institution that is a participant in the system of the
Book-Entry Transfer Facility may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. Although delivery of Shares
may be effected through book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message, and any other documents required by
the Letter of Transmittal, must, in any case, be received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase prior
to the Expiration Date in order for such Shares to be validly tendered pursuant
to the Offer, or the tendering stockholder must comply with the guaranteed
delivery procedures described below.

    DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.

    SIGNATURE GUARANTEES.  Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents Medallion Program, the Stock Exchanges' Medallion Program or the
New York Stock Exchange, Inc. Medallion Signature Program (an "Eligible
Institution"), unless Shares tendered thereby are tendered (1) by a registered
holder of Shares who has not completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on the Letter
of Transmittal or (2) for the account of an Eligible Institution.

    If the Share Certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made, or Share
Certificates for unpurchased Shares are to be returned, to a person other than
the registered holder(s), then the tendered Share Certificates must be endorsed
or accompanied by appropriate stock powers signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share Certificates with the signature(s)
on such Share Certificates or stock powers guaranteed by an Eligible Institution
as provided above and in the Letter of Transmittal.

    GUARANTEED DELIVERY.  If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share Certificates are not immediately
available or time will not permit all of the required documents to reach the
Depositary prior to the Expiration Date, or the procedure for book-entry
transfer cannot be completed on a timely basis, such Shares may nevertheless be
tendered, provided that all of the following conditions are satisfied:

    - such tender is made by or through an Eligible Institution;

    - a properly completed and duly executed Notice of Guaranteed Delivery,
      substantially in the form provided by the Purchaser with the Letter of
      Transmittal, is received by the Depositary, in accordance with the
      procedure set forth as provided below, prior to the Expiration Date; and

                                       30
<Page>
    - the Share Certificates (or a Book-Entry Confirmation) for all tendered
      Shares, in proper form for transfer, in each case together with the Letter
      of Transmittal (or a facsimile thereof), properly completed and duly
      executed, with any required signature guarantees or, in the case of a
      book-entry transfer, an Agent's Message, and any other documents required
      by the Letter of Transmittal, are received by the Depositary within three
      Nasdaq trading days after the date of execution of such Notice of
      Guaranteed Delivery.

    The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.

    Notwithstanding any other provision of this Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of Share Certificates therefor (or Book-Entry
Confirmation of the transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message, and any
other documents required by the Letter of Transmittal. Accordingly, payment may
not be made to all tendering stockholders at the same time and will depend upon
when Share Certificates or Book-Entry Confirmations of such Shares are received
by the Depositary.

    BACKUP FEDERAL INCOME TAX WITHHOLDING.  Under the U.S. federal income tax
laws, the Depositary may, under certain circumstances, be required to withhold
30.5% of the amount of any payments made to certain stockholders pursuant to the
Offer. To prevent such backup federal income tax withholding with respect to
payments made to certain stockholders of the purchase price of Shares purchased
pursuant to the Offer, each such stockholder must provide the Depositary with
such stockholder's correct taxpayer identification number and certify that such
stockholder is not subject to backup federal income tax withholding by
completing the Substitute Form W-9 included in the Letter of Transmittal.

    APPOINTMENT AS PROXY.  By executing the Letter of Transmittal, a tendering
stockholder irrevocably appoints designees of the Purchaser as such
stockholder's attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution with respect to any
Shares tendered thereby (and with respect to any and all other Shares or other
securities issued or issuable in respect of such Shares on or after
November 16, 2001). All such powers of attorney and proxies shall be considered
irrevocable and coupled with an interest in the tendered Shares. Such
appointment will be effective when, and only to the extent that, the Purchaser
accepts the tendered Shares for payment and deposits the purchase price therefor
with the Depositary. Upon such deposit, all prior powers of attorney and proxies
given by such stockholder at any time with respect to such Shares (and other
Shares and securities issued or issuable in respect of the tendered Shares on or
after November 16, 2001) will, without further action, be revoked, and no
subsequent powers of attorney or proxies may be given nor any subsequent written
consents be executed by such stockholder (and, if given or executed, will not be
deemed effective). Upon such deposit by the Purchaser, the designees of the
Purchaser will, with respect to such Shares and other securities, be empowered
to exercise all voting and other rights of such stockholder as they in their
sole discretion may deem proper at any annual or special meeting of the
Company's stockholders, or any adjournment or postponement thereof, or by
written consent in lieu of any such meeting or otherwise. The Purchaser reserves
the right to require that, in order for Shares to be deemed validly tendered,
immediately upon the Purchaser's payment for such Shares, the Purchaser must be
able to exercise full voting and other rights of a record and beneficial holder,
including, without limitation, voting at any meeting of stockholders or by
written consent in lieu of any such meeting.

    DETERMINATION OF VALIDITY.  All questions as to the validity, form,
eligibility (including the time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures

                                       31
<Page>
described above will be determined by the Purchaser, in its sole discretion,
which determination will be final and binding on all parties. The Purchaser
reserves the absolute right to reject any and all tenders of any particular
Shares determined by it not to be in appropriate form or for which the
acceptance of or payment may, in the opinion of its counsel, be unlawful. The
Purchaser also reserves the absolute right to waive any of the conditions of the
Offer or any defect or irregularities in the tender of any particular Shares,
whether or not similar defects or irregularities are waived in the case of any
other Shares. The Purchaser's interpretations of the terms and conditions of the
Offer (including the Letter of Transmittal and Instructions thereto) will be
final and binding. No tender of Shares will be deemed to have been validly made
until all defects and irregularities have been cured or waived. None of the
Purchaser, any of its affiliates or assigns, the Dealer Manager, the Information
Agent, the Depositary or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification.

    THE PURCHASER'S ACCEPTANCE FOR PAYMENT OF SHARES TENDERED PURSUANT TO THE
OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE TENDERING STOCKHOLDER AND
THE PURCHASER UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.

WITHDRAWAL RIGHTS

    Except as otherwise provided in this Section, tenders of Shares made
pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time prior to the time at which the Offer expires on the
Expiration Date and, unless previously accepted for payment as provided herein,
may also be withdrawn at any time after January 14, 2002.

    If the Purchaser extends the Offer, is delayed in, or delays, its acceptance
for payment or payment for Shares or is unable to accept for payment or pay for
Shares for any reason, then, without prejudice to the Purchaser's other rights
under the Offer, tendered Shares may nevertheless be retained by the Depositary,
on behalf of the Purchaser, and may not be withdrawn except to the extent
tendering stockholders are entitled to and duly exercise withdrawal rights as
described in this Section. Any such extension or delay will be accompanied by an
extension of the Offer to the extent required by law.

    In order for a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of the Shares to be withdrawn, if different
from that of the person who tendered such Shares. If Share Certificates to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the physical release of such Share Certificates, the tendering
stockholder must also submit the serial numbers shown on such Share Certificates
to the Depositary, and the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution, unless such Shares have been tendered for
the account of an Eligible Institution. If Shares have been tendered pursuant to
the procedures for book-entry transfer, as set forth in "--Procedures For
Accepting The Offer And Tendering Shares," any notice of withdrawal must specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and must otherwise comply with the procedures
of the Book-Entry Transfer Facility.

    Withdrawals may not be revoked and any Shares properly withdrawn will
thereafter be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be re-tendered at any time prior to the
Expiration Date by following the procedures described in "--Procedures For
Accepting The Offer And Tendering Shares."

    All questions as to the form and validity (including the time of receipt) of
any notice of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination will be final and binding on all parties. None
of the Purchaser, its affiliates or assigns, the Dealer Manager, the

                                       32
<Page>
Information Agent, the Depositary or any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification.

CERTAIN CONDITIONS OF THE OFFER

    Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) the Purchaser's rights to extend and amend the Offer at
any time in its sole discretion, the Purchaser shall not be required to accept
for payment or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act (relating to the
Purchaser's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for, and may delay the acceptance
for payment of or, subject to the restriction referred to above, the payment
for, any tendered Shares, and may amend or terminate the Offer if (1) the
Minimum Condition has not been satisfied or (2) at any time on or after
November 16, 2001 and before the time of acceptance of the Shares for payment
pursuant to the Offer, any of the following events shall occur:

    (a) any change shall have occurred in the business, properties, assets,
       liabilities, capitalization, stockholders' equity, financial condition,
       cash flows, operations, licenses, franchises or results of operations of
       the Company or its subsidiaries which has a material adverse effect on
       the Company and its subsidiaries taken as a whole; or

    (b) any government or governmental authority or agency, whether domestic,
       foreign or supranational (a "Governmental Entity"), shall have instituted
       or threatened any action, proceeding, application, claim or counterclaim,
       sought or obtained any judgment, order or injunction, or taken any other
       action, which (i) challenges the acquisition by Thermo Electron or the
       Purchaser (or any other affiliate of Thermo Electron) of any Shares
       pursuant to the Offer or the Merger, restrains, prohibits or materially
       delays the making or consummation of the Offer or the Merger, prohibits
       the performance of any of the contracts or other arrangements entered
       into by Thermo Electron or the Purchaser (or any other affiliate of
       Thermo Electron) in connection with the acquisition of the Shares or the
       Company, seeks to obtain any material amount of damages, or otherwise
       directly or indirectly adversely affects the Offer or the Merger,
       (ii) seeks to prohibit or limit materially the ownership or operation by
       the Company, Thermo Electron or the Purchaser (or any other affiliate of
       Thermo Electron) of all or any material portion of the business or assets
       of the Company or of Thermo Electron and its affiliates, or to compel the
       Company, Thermo Electron or the Purchaser (or any other affiliate of
       Thermo Electron) to dispose of or to hold separate all or any material
       portion of the business or assets of Thermo Electron or any of its
       affiliates or of the Company or any of its subsidiaries as a result of
       the transactions contemplated by the Offer or the Merger, (iii) seeks to
       impose any material limitation on the ability of the Company, Thermo
       Electron or the Purchaser (or any other affiliate of Thermo Electron) to
       conduct the Company's or any subsidiary's business or own such assets,
       (iv) seeks to impose or confirm any material limitation on the ability of
       Thermo Electron or the Purchaser (or any other affiliate of Thermo
       Electron) to acquire or hold, or to exercise full rights of ownership of,
       any Shares, including the right to vote such Shares on all matters
       properly presented to the stockholders of the Company, (v) seeks to
       require divestiture by Thermo Electron or the Purchaser or any of their
       affiliates of all or any of the Shares or (vi) otherwise has resulted in
       or has a reasonable likelihood of resulting in, a material adverse effect
       on the business, financial condition, results of operation or prospects
       of the Company or Thermo Electron (a "Material Adverse Effect"); or

    (c) there shall have been entered or issued any preliminary or permanent
       judgment, order, decree, ruling or injunction or any other action taken
       by any Governmental Entity or court, whether on its own initiative or the
       initiative of any other person, which (i) restrains, prohibits

                                       33
<Page>
       or materially delays the making or consummation of the Offer or the
       Merger, prohibits the performance of any of the contracts or other
       arrangements entered into by Thermo Electron or the Purchaser (or any
       other affiliate of Thermo Electron) in connection with the acquisition of
       the Shares or the Company or otherwise directly or indirectly materially
       adversely affects the Offer or the Merger, (ii) prohibits or limits
       materially the ownership or operation by the Company, Thermo Electron or
       the Purchaser (or any other affiliate of Thermo Electron) of all or any
       material portion of the business or assets of the Company and its
       subsidiaries taken as a whole or of Thermo Electron or the Purchaser (or
       any other affiliate of Thermo Electron), or compels the Company, Thermo
       Electron or the Purchaser (or any other affiliate of Thermo Electron) to
       dispose of or to hold separate all or any material portion of the
       business or assets of Thermo Electron or any of its affiliates or of the
       Company or any of its subsidiaries as a result of the transactions
       contemplated by the Offer or the Merger, (iii) imposes any material
       limitation on the ability of the Company, Thermo Electron or the
       Purchaser (or any other affiliate of Thermo Electron) to conduct the
       Company's or any subsidiary's business or own such assets, (iv) imposes
       or confirms any material limitation on the ability of Thermo Electron or
       the Purchaser (or any other affiliate of Thermo Electron) to acquire or
       hold, or to exercise full rights of ownership of, any Shares, including
       the right to vote such Shares on all matters properly presented to the
       stockholders of the Company, (v) requires divestiture by Thermo Electron
       or the Purchaser or any of their affiliates of all or any of the Shares
       or (vi) otherwise has resulted in, or has a reasonable likelihood of
       resulting in, a Material Adverse Effect; or

    (d) there shall have been instituted or be pending before any Governmental
       Entity or court any action, proceeding, application, claim or
       counterclaim or any judgment, order or injunction sought or any other
       action taken by any person or entity (other than a Governmental Entity)
       which (i) challenges the acquisition by Thermo Electron or the Purchaser
       (or any other affiliate of Thermo Electron) of any Shares pursuant to the
       Offer or the Merger, restrains, prohibits or materially delays the making
       or consummation of the Offer or the Merger, prohibits the performance of
       any of the contracts or other arrangements entered into by Thermo
       Electron or the Purchaser (or any other affiliate of Thermo Electron) in
       connection with the acquisition of the Shares or the Company, seeks to
       obtain any material amount of damages, or otherwise directly or
       indirectly adversely affects the Offer or the Merger, (ii) seeks to
       prohibit or limit materially the ownership or operation by the Company,
       Thermo Electron or the Purchaser (or any other affiliate of Thermo
       Electron) of all or any material portion of the business or assets of the
       Company or of Thermo Electron and its affiliates, or to compel the
       Company, Thermo Electron or the Purchaser (or any other affiliate of
       Thermo Electron) to dispose of or to hold separate all or any material
       portion of the business or assets of Thermo Electron or any of its
       affiliates or of the Company or any of its subsidiaries as a result of
       the transactions contemplated by the Offer or the Merger, (iii) seeks to
       impose any material limitation on the ability of the Company, Thermo
       Electron or the Purchaser (or any other affiliate of Thermo Electron) to
       conduct the Company's or any subsidiary's business or own such assets,
       (iv) seeks to impose or confirm any material limitation on the ability of
       Thermo Electron or the Purchaser (or any other affiliate of Thermo
       Electron) to acquire or hold, or to exercise full rights of ownership of,
       any Shares, including the right to vote such Shares on all matters
       properly presented to the stockholders of the Company, (v) seeks to
       require divestiture by Thermo Electron or the Purchaser (or any other
       affiliate of Thermo Electron) of all or any of the Shares or
       (vi) otherwise has resulted in or, in the Purchaser's reasonable
       discretion, has a reasonable likelihood of resulting in a Material
       Adverse Effect; and which in the case of clause (i), (ii), (iii),
       (iv) or (v) is successful or the Purchaser determines, in its reasonable
       discretion, has a reasonable likelihood of being successful; or

                                       34
<Page>
    (e) there shall be any statute, rule or regulation enacted, promulgated,
       entered, enforced or deemed applicable to the Offer or the Merger, or any
       other action shall have been taken by any Governmental Entity or court
       that results in, directly or indirectly, any of the consequences referred
       to in clauses (i) through (vi) of paragraph (b) above; or

    (f) there shall have occurred any general suspension of trading in, or
       limitation on prices for, securities on NASDAQ or in the over-the-counter
       market (other than any temporary suspension pursuant to a circuit breaker
       procedure then in effect and lasting for not more than three trading
       hours), any declaration of a banking moratorium by federal or New York
       authorities or general suspension of payments in respect of lenders that
       regularly participate in the United States market in loans, any material
       limitation by any federal, state or local government or any court,
       administrative or regulatory agency or commission or other governmental
       authority or agency in the United States that materially affects the
       extension of credit generally by lenders that regularly participate in
       the U.S. market in loans, any commencement of a war involving the United
       States or any commencement of armed hostilities or other national or
       international circumstance involving the United States that has a
       material adverse effect on bank syndication or financial markets in the
       United States or, in the case of any of the foregoing occurrences
       existing on or at the time of the commencement of the Offer, a material
       acceleration or worsening thereof; which in the reasonable judgment of
       the Purchaser, in any such case, and regardless of the circumstances
       giving rise to such condition, makes it inadvisable to proceed with the
       Offer, the Merger and/or with such acceptance for payment or payments.

    The foregoing conditions are for the sole benefit of the Purchaser and its
affiliates and may be asserted by the Purchaser regardless of any circumstances
giving rise to any condition and may be waived by the Purchaser, in whole or in
part, at any time and from time to time, prior to the time at which the Offer
expires on the Expiration Date. The failure by the Purchaser (or any affiliate
of the Purchaser) at any time to exercise any of the foregoing rights will not
be deemed a waiver of any right, and each right will be deemed an ongoing right
which may be asserted at any time and from time to time, prior to the time at
which the Offer expires on the Expiration Date. All conditions to the Offer,
other than those dependent upon the receipt of necessary government approvals,
must be satisfied or waived before the Offer expires.

CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

    GENERAL.  Except as described below, neither Thermo Electron nor the
Purchaser is aware of any license or regulatory permit that appears to be
material to the business of the Company and its subsidiaries that might be
adversely affected by the Purchaser's acquisition of Shares as contemplated
herein.

    Except as described in this section, neither Thermo Electron nor the
Purchaser is aware of any other material filing, approval or other action by any
federal or state governmental or administrative authority that would be required
for the acquisition of Shares by the Purchaser as contemplated herein. Should
any such other approval or action be required, it is currently contemplated that
such approval or other action would be sought. There is, however, no present
intention to delay the purchase of Shares tendered pursuant to the Offer or the
Merger pending the outcome of any such other approval or action. There can be no
assurance that any such other approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Purchaser's, Thermo Electron's or the Company's business in the event that
such other approvals were not obtained or such other actions were not taken. The
Purchaser's obligation under the Offer to accept for payment and pay for Shares
is subject to certain conditions, including conditions relating to the legal
matters discussed in this section. See "--Certain Conditions Of The Offer."

                                       35
<Page>
    ANTITRUST.  The Purchaser believes that the Offer and the Merger are exempt
from the reporting requirements contained in the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Nevertheless, there can be no assurance that a
challenge to the Offer and the Merger on antitrust grounds will not be made, or,
if such challenge is made, what the result will be.

    FOREIGN APPROVALS.  The Company conducts business in a number of foreign
countries and jurisdictions. In connection with the acquisition of the Shares
pursuant to the Offer or the Merger, the laws of certain of those foreign
countries and jurisdictions may require the filing of information with, or the
obtaining of the approval or consent of, governmental authorities in such
countries and jurisdictions. The governments in such countries and jurisdictions
might attempt to impose additional conditions on the Company's operations
conducted in such countries and jurisdictions as a result of the acquisition of
the Shares pursuant to the Offer or the Merger. If such approvals or consents
are found to be required, the Purchaser intends to make the appropriate filings
and applications. In the event such a filing or application is made for the
requisite foreign approvals or consents, there can be no assurance that such
approvals or consents will be granted and, if such approvals or consents are
received, there can be no assurance as to the date of such approvals or
consents. In addition, there can be no assurance that the Purchaser will be able
to cause the Company or its subsidiaries to satisfy or comply with such laws or
that compliance or noncompliance will not have adverse consequences for the
Company or any subsidiary after purchase of the Shares pursuant to the Offer or
the Merger.

    STATE ANTI-TAKEOVER STATUTES.  Section 203 of the DGCL prohibits business
combination transactions involving a Delaware corporation (such as the Company)
and an "interested stockholder" (defined generally as any person that directly
or indirectly beneficially owns 15% or more of the outstanding voting stock of
the subject corporation) for three years following the time such person became
an interested stockholder, unless special requirements are met or certain
exceptions apply, including that prior to such time the board of directors of
the subject corporation approved either the business combination or the
transaction which resulted in such person being an interested stockholder. The
Purchaser believes the Offer is not prohibited by Section 203 of the DGCL. As
described above under "Special Factors--Background To The Offer And The Merger",
the Merger will not be permissible under Section 203 of the DGCL before
February 23, 2002, unless Thermo Electron receives the approval of the holders
of at least two-thirds of the minority shares of the Company. Thermo Electron
currently intends to wait until as soon as practicable after February 22, 2002
to complete the Merger, and accordingly does not intend to seek such approval
from the minority stockholders.

    A number of other states have adopted laws and regulations applicable to
attempts to acquire securities of corporations which are incorporated, or have
substantial assets, stockholders, principal executive offices or principal
places of business, or whose business operations otherwise have substantial
economic effects, in such states. In 1982, in EDGAR v. MITE CORP., the Supreme
Court of the United States invalidated on constitutional grounds the Illinois
Business Takeover Statute, which, as a matter of state securities law, made
takeovers of corporations meeting certain requirements more difficult. However,
in 1987 in CTS CORP. v. DYNAMICS CORP. OF AMERICA, the Supreme Court held that
the State of Indiana may, as a matter of corporate law, and, in particular, with
respect to those aspects of corporate law concerning corporate governance,
constitutionally disqualify a potential acquiror from voting on the affairs of a
target corporation without the prior approval of the remaining stockholders. The
state law before the Supreme Court was by its terms applicable only to
corporations that had a substantial number of stockholders in that state and
were incorporated there.

    The Company, directly or through subsidiaries, conducts business in a number
of states throughout the United States, some of which have enacted takeover
laws. Neither Thermo Electron nor the Purchaser knows whether any of these laws
will, by their terms, apply to the Offer or the Merger, and the Purchaser has
not necessarily complied with any such laws. Should any person seek to apply any
state takeover law, the Purchaser will take such action as then appears
desirable, which may include challenging the validity or applicability of any
such statute in appropriate court proceedings. In the

                                       36
<Page>
event it is asserted that one or more state takeover laws is applicable to the
Offer or the Merger, and an appropriate court does not determine that it is
inapplicable or invalid as applied to the Offer or the Merger, the Purchaser
might be required to file certain information with, or receive approvals from,
the relevant state authorities. In addition, if enjoined, the Purchaser might be
unable to accept for payment any Shares tendered pursuant to the Offer or be
delayed in continuing or consummating the Offer. In such case, the Purchaser may
not be obligated to accept for payment any Shares tendered. See "--Certain
Conditions Of The Offer."

DIVIDENDS AND DISTRIBUTIONS

    If, on or after November 16, 2001, the Company should declare or pay any
dividend or other distribution (including, without limitation, the issuance of
additional Shares pursuant to a stock dividend or stock split or the issuance of
rights for the purchase of any securities) with respect to the Shares that is
payable or distributable to stockholders of record on a date occurring prior to
the transfer to the name of the Purchaser or its nominees or transferees on the
Company's stock transfer records of the Shares purchased pursuant to the Offer,
then, without prejudice to the Purchaser's rights described in "--Certain
Conditions Of The Offer," (1) the purchase price per Share payable by the
Purchaser pursuant to the Offer will be reduced in the amount of any such cash
dividend or distribution, and (2) the whole of any non-cash dividend or
distribution (including, without limitation, additional Shares or rights as
aforesaid) will be required to be remitted promptly and transferred by each
tendering stockholder to the Depositary for the account of the Purchaser
accompanied by appropriate documentation of transfer. Pending such remittance or
appropriate assurance thereof, the Purchaser will be entitled to all rights and
privileges as owner of any such non-cash dividend, distribution or right, and
may withhold the entire purchase price or deduct from the purchase price the
amount of value of such non-cash dividend, distribution or right, as determined
by the Purchaser in its sole discretion.

    If, on or after November 16, 2001, the Company should split the Shares or
combine or otherwise change the Shares or its capitalization, then, without
prejudice to the Purchaser's rights described under the heading "--Certain
Conditions Of The Offer," appropriate adjustments to reflect such split,
combination or change may be made by the Purchaser in the purchase price and
other terms of the Offer, including, without limitation, the number or type of
securities offered to be purchased.

                                       37
<Page>
                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

    The following is a general summary of the material U.S. federal income tax
consequences of the Offer and the Merger to the beneficial owners of Shares.
This summary is based upon the provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), applicable treasury regulations thereunder, judicial
decisions and current administrative rulings as in effect on the date of this
Offer to Purchase. The discussion does not address all aspects of U.S. federal
income taxation that may be relevant to particular taxpayers in light of their
personal circumstances or to taxpayers subject to special treatment under the
Code (for example, life insurance companies, foreign corporations, foreign
partnerships, foreign estates or trusts, or individuals who are not citizens or
residents of the United States and beneficial owners whose Shares were acquired
pursuant to the exercise of warrants, employee stock options or otherwise as
compensation) and does not address any aspect of state, local, foreign or other
taxation.

    The receipt of cash for Shares pursuant to the Offer or the Merger will be a
taxable transaction for federal income tax purposes under the Code, and may also
be a taxable transaction under applicable state, local or foreign income or
other tax laws. Generally, for federal income tax purposes, a beneficial owner
of Shares that tenders Shares pursuant to the Offer or surrenders Shares
pursuant to the Merger will recognize gain or loss equal to the difference
between the amount of cash received by the beneficial owner and the aggregate
tax basis in the Shares sold pursuant to the Offer or canceled and converted to
cash pursuant to the Merger. Gain or loss will be calculated separately for each
block of Shares purchased pursuant to the Offer or canceled and converted to
cash pursuant to the Merger.

    Gain or loss on the disposition of Shares will be capital gain or loss,
assuming that the Shares are held as capital assets. Capital gains of
individuals, estates and trusts generally are subject to a maximum federal
income tax rate of (i) 20% if, at the time the tendered Shares are accepted for
payment (in the case of the Offer) or the Effective Time of the Merger (in the
case of the Merger), the beneficial owner held the Shares for more than one year
or (ii) 39.1% if, at the time the tendered Shares are accepted for payment (in
the case of the Offer) or the Effective Time of the Merger (in the case of the
Merger), the beneficial owner held the Shares for not more than one year.
Capital gains of corporations generally are taxed at the federal income tax
rates applicable to corporate ordinary income. In addition, the ability of both
corporate and non-corporate beneficial owners to use capital losses to offset
ordinary income is limited.

    In general, cash received by Unaffiliated Stockholders who exercise
statutory appraisal rights ("Dissenting Stockholders") in respect of such
appraisal rights will result in the recognition of gain or loss to the
Dissenting Stockholders. Any such Dissenting Stockholder should consult with its
tax advisor for a full understanding of the tax consequences of the receipt of
cash in respect of appraisal rights pursuant to the Merger.

    A beneficial owner may be subject to backup federal income tax withholding
at a rate of 30.5% with respect to the amount of cash received pursuant to the
Offer or the Merger unless the owner provides its tax identification number
("TIN") and certifies that such number is correct or properly certifies that it
is awaiting a TIN, or unless an exemption applies. A beneficial owner that does
not furnish its TIN may be subject to a penalty imposed by the Internal Revenue
Service. See "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares--Backup Federal Income Tax Withholding."

    If backup withholding applies to a beneficial owner, the Depositary is
required to withhold 30.5% from payments to such owner. Backup withholding is
not an additional tax. Rather, the amount of the backup withholding can be
credited against the federal income tax liability of the person subject to the
backup withholding, provided that the required information is given to the
Internal Revenue Service. If

                                       38
<Page>
backup withholding results in an overpayment of tax, a refund can be obtained by
the beneficial owner upon filing an income tax return.

    EACH BENEFICIAL OWNER OF SHARES IS URGED TO CONSULT SUCH BENEFICIAL OWNER'S
TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO SUCH BENEFICIAL OWNER OF THE
OFFER AND THE MERGER, INCLUDING THE APPLICATION OF STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS.

                      PRICE RANGE OF THE SHARES; DIVIDENDS

    PRICE RANGE OF SHARES.  The Shares are listed on The Nasdaq National Market
under the symbol "SPLI". The following table sets forth the high and low sales
prices per Share on The Nasdaq National Market, as reported in publicly
available sources for each of the periods indicated.

<Table>
<Caption>
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
Fiscal Year Ended December 31, 1999:
  First Quarter.............................................  $  14.50   $  6.00
  Second Quarter............................................    11.375     6.375
  Third Quarter.............................................    13.125     7.375
  Fourth Quarter............................................     29.75      8.00
Fiscal Year Ended December 31, 2000:
  First Quarter.............................................     98.50    24.625
  Second Quarter............................................     75.00     32.25
  Third Quarter.............................................   104.375     46.00
  Fourth Quarter............................................     60.00     19.75
Fiscal Year Ending December 31, 2001:
  First Quarter.............................................     46.25     15.00
  Second Quarter............................................     24.88     13.25
  Third Quarter.............................................     25.99     12.93
  Fourth Quarter (through December 17, 2001)................     18.15     16.85
</Table>

    As of December 17, 2001, there were 28 holders of record of the Shares and
in excess of 2,500 beneficial owners of the Shares.

    On August 20, 2001, the last full trading day prior to the public
announcement of the Purchaser's intention to commence the Offer at a price of
$20.00 per Share, the closing sale price per Share, as reported on The Nasdaq
National Market, was $13.69. On November 6, 2001, the last reported sale price
of the Company's common stock on The Nasdaq National Market prior to Thermo
Electron's announcement of the revised Offer Price of $17.50 per Share was
$17.80. On December 17, 2001, the closing sale price per Share, as reported on
The Nasdaq National Market, was $17.50.

STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

    DIVIDENDS.  The Company has never declared or paid any cash dividends in
respect of the Shares.

                                       39
<Page>
                   CERTAIN INFORMATION CONCERNING THE COMPANY

    Stockholders are urged to review the publicly available information
concerning the Company before acting on the Offer.

    GENERAL.

    The Company is subject to the disclosure requirements of the Exchange Act
and in accordance therewith is required to file reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. In addition, the Company is required to file within
10 business days of the commencement of this Offer, and to distribute to the
Company's Stockholders, a statement on Schedule 14D-9 regarding its
recommendation to the Company's stockholders with respect to the Offer. Such
reports, proxy statements, Schedule 14D-9 and other information are or will be
available for inspection at the Commission's public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549 and should also be available for
inspection at the regional offices of the Commission located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may be obtained at
prescribed rates from the Commission's principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission also maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov. In addition, certain material filed by the Company may also
be available for inspection at the offices of the NASDAQ Stock Market, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.

    Neither Thermo Electron nor the Purchaser intends to grant unaffiliated
stockholders special access to the Company's records in connection with the
Offer. Neither Thermo Electron nor the Purchaser intends to obtain counsel to or
appraisal services for unaffiliated stockholders of the Company.

    FINANCIAL INFORMATION.  Set forth below is certain selected consolidated
financial information with respect to the Company and its subsidiaries excerpted
or derived from the audited consolidated financial statements contained in the
Company's Consolidated Financial Statements included in the Company's Annual
Reports on Form 10-K for its fiscal years ended December 31, 2000, December 31,
1999, December 31, 1998 and December 31, 1997 and the unaudited financial
statements contained in the Company's Quarterly Report on Form 10-Q for the nine
months ended September 30, 2001 (collectively, the "Company Reports"). More
comprehensive financial information is included in the Company Reports and in
other documents filed by the Company with the Commission (which may be inspected
or obtained in the manner set forth above), and the following financial
information is qualified in its entirety by reference to the Company Reports and
other documents and all of the financial information (including any related
notes) contained therein or incorporated therein by reference.

                                       40
<Page>
    The results of operations for the nine months ended September 30, 2001 are
not necessarily indicative of results for the entire year.

<Table>
<Caption>
                                                                                                                 NINE MONTHS
                                                                          YEAR ENDED                                ENDED
                                                     ----------------------------------------------------   ---------------------
                                                     DEC. 31,   DEC. 31,   DEC. 31,   DEC. 31,   DEC. 31,   SEPT. 30,   SEPT. 30,
                                                       1996       1997       1998       1999       2000       2000        2001
                                                     --------   --------   --------   --------   --------   ---------   ---------
                                                                                (IN THOUSANDS, EXCEPT PER SHARE
                                                                                            AMOUNTS)
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>         <C>
STATEMENT OF OPERATIONS DATA:
Net sales..........................................  $135,434   $159,174   $169,016   $141,310   $186,190   $129,061    $158,315
Cost of products sold..............................    88,320     98,772    103,724     94,622    117,610     81,310     113,572
                                                     --------   --------   --------   --------   --------   --------    --------
  Gross margin.....................................    47,114     60,402     65,292     46,688     68,580     47,751      44,743
                                                     --------   --------   --------   --------   --------   --------    --------
Operating expenses:
  Research and development.........................    12,005     14,365     16,728     17,044     22,629     17,288      17,140
  Selling, general and administrative..............    28,966     32,539     34,903     34,255     39,120     27,237      34,719
  Restructuring and other costs (income), net......     6,915     15,757         --      2,540      1,385      1,385       2,247
                                                     --------   --------   --------   --------   --------   --------    --------
    Total operating expenses.......................    47,886     62,661     51,631     53,839     63,134     45,910      54,106
                                                     --------   --------   --------   --------   --------   --------    --------
    Operating income (loss)........................      (772)    (2,259)    13,661     (7,151)     5,446      1,841      (9,363)
                                                     --------   --------   --------   --------   --------   --------    --------
Other income (expense):
  Interest income (expense)........................    (5,374)    (4,005)     1,335        857        515        551        (851)
  Foreign currency gain (loss).....................     2,532      2,067         --         89        559        260        (139)
  Legal settlement.................................        --     17,010         --         --         --         --          --
                                                     --------   --------   --------   --------   --------   --------    --------
    Total other income (expense)...................    (2,842)    15,072      1,335        946      1,074        811        (990)
                                                     --------   --------   --------   --------   --------   --------    --------
Income (loss) before income taxes and cumulative
  effect of change in accounting method............    (3,614)    12,813     14,996     (6,205)     6,520      2,652     (10,353)
(Provision for) benefit of income taxes............      (634)    21,048     (5,349)     2,357     (3,051)    (1,241)      4,141
                                                     --------   --------   --------   --------   --------   --------    --------
Income before cumulative effect of change in
  accounting method................................    (4,248)    33,861      9,647     (3,848)     3,469      1,411      (6,212)
Cumulative effect of change in accounting method
  (net of tax of $1,778)...........................        --         --         --         --     (2,022)    (2,022)         --
                                                     --------   --------   --------   --------   --------   --------    --------
Net income (loss)..................................  $ (4,248)  $ 33,861   $  9,647   $ (3,848)  $  1,447   $   (611)   $ (6,212)
                                                     ========   ========   ========   ========   ========   ========    ========
Income (loss) per share before cumulative effect of
  change in accounting principle:
    Basic..........................................  $   (.33)  $   2.57   $    .60   $   (.24)  $    .21   $    .09    $   (.37)
                                                     ========   ========   ========   ========   ========   ========    ========
    Diluted........................................  $   (.33)  $   2.57   $    .59   $   (.24)  $    .20   $    .08    $   (.37)
                                                     ========   ========   ========   ========   ========   ========    ========
Net income (loss) per share:
    Basic..........................................  $   (.33)  $   2.57   $    .60   $   (.24)  $    .09   $   (.04)   $   (.37)
                                                     ========   ========   ========   ========   ========   ========    ========
    Diluted........................................  $   (.33)  $   2.57   $    .59   $   (.24)  $    .08   $   (.04)   $   (.37)
                                                     ========   ========   ========   ========   ========   ========    ========
Basic weighted average shares......................    13,000     13,162     16,168     16,169     16,576     16,554      16,751
                                                     ========   ========   ========   ========   ========   ========    ========
Diluted weighted average shares....................    13,000     13,191     16,473     16,169     17,416     17,448      16,751
                                                     ========   ========   ========   ========   ========   ========    ========
</Table>

<Table>
<Caption>
                                                      DEC. 31,   DEC. 31,   DEC. 31,   DEC. 31,   DEC. 31,              SEPT. 30,
                                                        1996       1997       1998       1999       2000                  2001
                                                      --------   --------   --------   --------   --------              ---------
<S>                                                   <C>        <C>        <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and cash equivalents...........................  $  2,531   $ 33,487   $ 34,620   $ 23,278   $ 22,639              $  7,336
Working capital.....................................    27,531     68,941     72,277     57,947     55,032                37,057
Total assets........................................    86,848    140,524    157,028    152,277    190,831               191,863
Short-term obligations..............................        --      7,321     11,756     13,655     22,311                39,686
Long-term obligations...............................        --         --         --         --      7,500                    --
Long-term obligation to parent company..............    69,698         --         --         --         --                    --
Shareholders' equity (deficit) (1)..................   (21,223)    96,324    110,068    105,462    112,816               115,206
Other Financial Data:
Book value (deficit) per share......................  $  (1.63)  $   6.09   $   6.81   $   6.52   $   6.78              $   6.88
Cash dividends......................................        --         --         --         --         --                    --
</Table>

- ------------------------------

(1) Represents parent deficit at December 31, 1996.

                                       41
<Page>
        CERTAIN INFORMATION CONCERNING THE PURCHASER AND THERMO ELECTRON

THE PURCHASER

    The Purchaser is a wholly-owned subsidiary of Thermo Electron that does not
currently conduct any active business. The Purchaser is organized under the laws
of the State of Delaware. The Purchaser's principal executive offices are
located at 81 Wyman Street, P.O. Box 9046, Waltham, Massachusetts 02454-9046,
and its telephone number is (781) 622-1000.

    The name, business address, principal occupation, employment history and
citizenship of each of the executive officers and directors of the Purchaser are
set forth on Schedule I hereto.

    During the past five years, the Purchaser has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to any judicial or administrative proceeding (except for any
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the Purchaser from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

THERMO ELECTRON

    Thermo Electron, a Delaware corporation, is a global leader in providing
technology-based instruments, components, and systems that offer total solutions
for markets ranging from life sciences to telecommunications to food, drug, and
beverage production. Thermo Electron's technologies help researchers sift
through data to make discoveries that will fight disease or prolong life, allow
manufacturers to fabricate ever-smaller components required to increase the
speed and quality of communications, and automatically monitor and control
online production to ensure that critical quality standards are met safely and
efficiently.

    On January 31, 2000, Thermo Electron announced that its Board of Directors
had authorized its management to proceed with a major reorganization of the
operations of Thermo Electron and its subsidiaries. As part of this
reorganization, Thermo Electron has acquired the public minority interest in
each of its subsidiaries that have minority investors, except for
Spectra-Physics, has spun off its separation technologies and fiber-based
products business and its medical products business, and has divested a variety
of non-core businesses. The purpose of the Offer and the Merger is to acquire
the minority public interest in the Company as the last step in Thermo
Electron's overall corporate reorganization and to permit the Unaffiliated
Stockholders to receive cash for their shares without the risks of ongoing stock
ownership in the Company. Following the Offer and the Merger, Thermo Electron
plans to retain the Company as part of Thermo Electron's core Optical
Technologies business.

    Thermo Electron's common stock is listed on the New York Stock Exchange
under the symbol "TMO". The principal executive offices of Thermo Electron are
located at 81 Wyman Street, P.O. Box 9046, Waltham, Massachusetts 02454-9046,
and its telephone number is (781) 622-1000.

    Thermo Electron is subject to the disclosure requirements of the Exchange
Act and in accordance therewith is required to file reports, proxy statements
and other information with the Commission relating to its business, financial
condition and other matters. Such reports, proxy statements and other
information are available for inspection and copying at prescribed rates at the
offices of the Commission as set forth under "Certain Information Concerning The
Company." In addition, certain material filed by Thermo Electron may also be
available for inspection at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.

    The name, business address, principal occupation, five-year employment
history and citizenship of each of the directors and executive officers of
Thermo Electron are set forth in Schedule I hereto.

                                       42
<Page>
    During the past five years, Thermo Electron has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to any judicial or administrative proceeding (except for any
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining Thermo Electron from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

CERTAIN TRANSACTIONS

    Except as otherwise set forth in this Offer to Purchase, neither the
Purchaser nor Thermo Electron or, to the best knowledge of the Purchaser and
Thermo Electron, any of the persons listed on Schedule I hereto, has any
contract, arrangement, understanding or relationship with any other person with
respect to any Shares or other securities of the Company, including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or voting of any such Shares or other securities, joint ventures,
loan or option arrangements, puts or calls, guaranties of loans, guaranties
against loss or the giving or withholding of proxies.

    PRIOR CONTACTS.  Except as set forth in this Offer to Purchase (particularly
the section entitled "Special Factors--Background To The Offer And The Merger"),
since November 16, 1999, there have been no contacts, negotiations or
transactions between the Purchaser, Thermo Electron, any subsidiary of the
Purchaser or Thermo Electron or, to the best knowledge of the Purchaser and
Thermo Electron, any of the persons listed on Schedule I hereto, on the one
hand, and the Company or any of its officers, directors or affiliates, on the
other hand, concerning a merger, consolidation or acquisition, a tender offer or
other acquisition of securities, an election of directors, or a sale or other
transfer of a material amount of assets, other than votes cast by Thermo
Electron for the election of directors of the Company in the normal course.

    PRIOR BUSINESS RELATIONSHIPS.  Except as set forth in this Offer to
Purchase, neither the Purchaser nor Thermo Electron or, to the best knowledge of
the Purchaser or Thermo Electron, any of the persons listed on Schedule I hereto
has, since November 16, 1999, had any business relationships or transactions
with the Company or any of its executive officers, directors or affiliates that
would require disclosure herein under the rules and regulations of the
Commission applicable to the Offer or the Merger.

    In March 2001, the Company entered into a credit agreement with Thermo
Electron, under which Thermo Electron made a one year, $20.0 million revolving
credit facility available to the Company. The facility bears interest at a per
annum rate of 2.75% above the prevailing LIBOR rate. In November 2001, this
facility was amended to increase the maximum available amount from $20 million
to $35 million. As of November 14, 2001, approximately $29.4 million was
outstanding under the credit facility.

    FINANCIAL INFORMATION.  Because the Offer Price will be paid in cash, the
Purchaser and Thermo Electron do not believe that financial information with
respect to the Purchaser, Thermo Electron and their subsidiaries would be
material to a stockholder's evaluation of the Offer and the Merger. Financial
information concerning Thermo Electron and its subsidiaries is filed by Thermo
Electron with the Commission (which may be inspected and copies thereof obtained
at the offices of the Commission as set forth in "Certain Information Concerning
The Company").

                                       43
<Page>
                           SOURCE AND AMOUNT OF FUNDS

    The total amount of funds required by the Purchaser to purchase all of the
outstanding Shares pursuant to the Offer and the Merger, and to pay related fees
and expenses, is estimated to be approximately $60 million. The Purchaser will
obtain the funds to purchase the Shares in the Offer and the Merger from Thermo
Electron as a loan or capital contribution. Thermo Electron has committed to
provide any required financing to the Purchaser.

                          THE MERGER; APPRAISAL RIGHTS

THE MERGER

    Following the consummation of the Offer, subject to the conditions described
in this Offer to Purchase and in accordance with the DGCL, Thermo Electron plans
to cause the Purchaser to merge with and into the Company. Upon the Effective
Date of the Merger:

    --each Share issued and outstanding immediately prior to the Effective Date
of the Merger (other than Shares held by Unaffiliated Stockholders, if any, who
are entitled to and who properly exercise their dissenters' rights (see
"--Appraisal Rights" below) under the DGCL) will be cancelled and extinguished
and be converted into and become a right to receive an amount in cash per Share;
and

    --each outstanding share of the Purchaser's capital stock issued and
outstanding immediately prior to the Effective Date of the Merger will be
converted into one validly issued, fully paid and nonassessable share of common
stock of the Surviving Corporation. As a result of the Merger, Thermo Electron
will own all of the outstanding equity interests in the Company.

APPRAISAL RIGHTS

    Stockholders who tender their Shares in the Offer are not entitled to
appraisal rights under the DGCL. If the Purchaser effects the Merger, then
Company stockholders who do not tender their Shares to the Purchaser pursuant to
the Offer would have the right to demand an appraisal of the fair value of their
Shares in accordance with the provisions of Section 262 of the DGCL
("Section 262"), which sets forth the rights and obligations of Company
stockholders demanding an appraisal and the procedures to be followed.

    Under the DGCL, record holders of the Shares who follow the procedures set
forth in Section 262 will be entitled to have their Shares appraised by the
Court of Chancery of the State of Delaware and to receive payment of the fair
value of such shares together with a fair rate of interest, if any, as
determined by such court. The fair value as determined by the Delaware court is
exclusive of any element of value arising from the accomplishment or expectation
of the Merger. The following is a summary of certain of the provisions of
Section 262 of the DGCL and is qualified in its entirety by reference to the
full text of Section 262, a copy of which is attached to this Offer to Purchase
as Schedule III.

    The Surviving Corporation would notify the Unaffiliated Stockholders of
record as of the Effective Date of the Merger, and of the approval and
consummation of the Merger and the availability of appraisal rights under
Section 262 within ten days after the Effective Date of the Merger (the "Merger
Notice"). Any Unaffiliated Stockholder entitled to appraisal rights would have
the right, within 20 days after the date of mailing of the Merger Notice, to
demand in writing from the Surviving Corporation an appraisal of his Shares.
Such demand will be sufficient if it reasonably informs the Surviving
Corporation of the identity of the stockholder and that the stockholder intends
to demand an appraisal of the fair value of his Shares. Failure to make such a
timely demand would foreclose an Unaffiliated Stockholder's right to appraisal.

                                       44
<Page>
    Only a holder of record of Shares as of the Effective Date of the Merger is
entitled to assert appraisal rights for the Shares registered in that holder's
name. A demand for appraisal should be executed by or on behalf of the holder of
record fully and correctly, as the holder's name appears on the holder's Share
Certificates. Holders of Shares who hold their shares in brokerage accounts or
other nominee forms and wish to exercise appraisal rights should consult with
their brokers to determine the appropriate procedures for the making of a demand
for appraisal by such nominee. All written demands for appraisal of the Shares
should be sent or delivered to the Corporate Secretary, Thermo Electron
Corporation, 81 Wyman Street, P.O. Box 9046, Waltham, Massachusetts 02454-9046,
so as to be received within the 20 days after the mailing of the Merger Notice.

    If the Shares are owned of record in a fiduciary capacity, such as by a
trustee, guardian or custodian, execution of the demand should be made in that
capacity, and if the Shares are owned of record by more than one person, as in a
joint tenancy or tenancy in common, the demand should be executed by or on
behalf of all joint owners. An authorized agent, including one or more joint
owners, may execute a demand for appraisal on behalf of a holder of record;
however, the agent must identify the record owner or owners and expressly
disclose the fact that in executing the demand, the agent is agent for such
owner or owners.

    A record holder such as a broker holding Shares as nominee for several
beneficial owners may exercise appraisal rights with respect to the Shares held
for one or more beneficial owners while not exercising such rights with respect
to the Shares held for other beneficial owners; in such case, the written demand
should set forth the number of shares as to which appraisal is sought and where
no number of shares is expressly mentioned the demand will be presumed to cover
all Shares held in the name of the record holder.

    Within 10 calendar days after the Effective Date of the Merger, the
Surviving Corporation must send a notice as to the effectiveness of the Merger.
Within 120 calendar days after the Effective Date of the Merger, the Surviving
Corporation, or any stockholder entitled to appraisal rights under Section 262
who has complied with the foregoing procedures, may file a petition in the
Delaware Court of Chancery demanding a determination of the fair value of the
Shares of all such stockholders. The Surviving Corporation is not under any
obligation, and has no present intention, to file a petition with respect to the
appraisal of the fair value of the Shares. Accordingly, it is the obligation of
the stockholders to initiate all necessary action to perfect their appraisal
rights within the time prescribed in Section 262.

    Within 120 calendar days after the Effective Date of the Merger, any
stockholder of record who has complied with the requirements for exercise of
appraisal rights will be entitled, upon written request, to receive from the
Surviving Corporation a statement setting forth the aggregate number of Shares
with respect to which demands for appraisal have been received and the aggregate
number of holders of such Shares. Such statement must be mailed within 10
calendar days after a written request therefor has been received by the
Surviving Corporation or within 10 calendar days after the expiration of the
period for the delivery of demands for appraisal, whichever is later.

    If a petition for an appraisal is timely filed, after a hearing on such
petition, the Delaware Court of Chancery will determine the stockholders
entitled to appraisal rights and will appraise the fair value of the Shares,
exclusive of any element of value arising from the accomplishment or expectation
of the Merger, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. Holders considering seeking
appraisal should be aware that the fair value of their Shares as determined
under Section 262 could be more than, the same as or less than the amount per
Share that they would otherwise receive if they did not seek appraisal of their
Shares. The Delaware Supreme Court has stated that "proof of value by any
techniques or methods that are generally considered acceptable in the financial
community and otherwise admissible in court" should be considered in the
appraisal proceedings. In addition, Delaware courts have decided that the
statutory appraisal remedy,

                                       45
<Page>
depending on factual circumstances, may or may not be a dissenter's exclusive
remedy. The Court will also determine the amount of interest, if any, to be paid
upon the amounts to be received by persons whose Shares have been appraised. The
costs of the action may be determined by the Court and taxed upon the parties as
the Court deems equitable. The Court may also order that all or a portion of the
expenses incurred by any holder of Shares in connection with an appraisal,
including, without limitation, reasonable attorneys' fees and the fees and
expenses of experts used in the appraisal proceeding, be charged pro rata
against the value of all the Shares entitled to appraisal.

    The Court may require stockholders who have demanded an appraisal and who
hold Shares represented by certificates to submit their certificates for Shares
to the Court for notation thereon of the pendency of the appraisal proceedings.
If any stockholder fails to comply with such direction, the Court may dismiss
the proceedings as to such stockholder.

    Any stockholder who has duly demanded an appraisal in compliance with
Section 262 will not, after the Effective Date of the Merger, be entitled to
vote the Shares subject to such demand for any purpose or be entitled to the
payment of dividends or other distributions on those Shares (except dividends or
other distributions payable to holders of record of Shares as of a date prior to
the Effective Date of the Merger).

    If any stockholder who demands appraisal of shares under Section 262 fails
to perfect, or effectively withdraws or loses, the right to appraisal, as
provided in the DGCL, the Shares of such holder will be converted into the right
to receive the Offer Price, without interest. A stockholder will fail to
perfect, or effectively lose, the right to appraisal if no petition is filed
within 120 calendar days after the Effective Date of the Merger. A stockholder
may withdraw a demand for appraisal by delivering to the Surviving Corporation a
written withdrawal of the demand for appraisal and acceptance of the Merger,
except that any such attempt to withdraw made more than 60 calendar days after
the Effective Date of the Merger will require the written approval of the
Surviving Corporation. Once a petition for appraisal has been filed, such
appraisal proceeding may not be dismissed as to any stockholder without the
approval of the Court.

    For U.S. federal income tax purposes, stockholders who receive cash for
their Shares upon exercise of their appraisal rights will realize taxable gain
or loss. See "Material Federal Income Tax Consequences."

    THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS DESIRING TO EXERCISE THEIR APPRAISAL
RIGHTS AND IS QUALIFIED IN ITS ENTIRETY BY EXPRESS REFERENCE TO THE DELAWARE
APPRAISAL STATUTE, THE FULL TEXT OF WHICH IS ATTACHED HERETO AS SCHEDULE III.
STOCKHOLDERS ARE URGED TO READ SCHEDULE III IN ITS ENTIRETY SINCE FAILURE TO
COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF
APPRAISAL RIGHTS.

                               FEES AND EXPENSES

    JPMorgan is acting as financial advisor to Thermo Electron in connection
with the Offer and the Merger. JPMorgan is also acting as Dealer Manager in
connection with the Offer. For a discussion of the fees to be paid to JPMorgan
in connection with Offer and the Merger, see "Special Factors--Summary Of
JPMorgan's Analysis and Opinion."

    The Purchaser has retained D.F. King & Co., Inc. to act as the Information
Agent and EquiServe Trust Company, L.P. to act as the Depositary in connection
with the Offer. The Information Agent may contact holders of Shares by mail,
telephone, telex, telecopy, telegraph and personal interview and may request
brokers, dealers, commercial banks, trust companies and other nominees to
forward the Offer material to beneficial owners. Each of the Information Agent
and the Depositary will receive

                                       46
<Page>
reasonable and customary compensation for its services and will be reimbursed
for certain reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection with the Offer, including certain
liabilities under U.S. federal securities laws.

    The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person for soliciting tenders of Shares pursuant to the Offer
(other than to the Dealer Manager and the Information Agent). Brokers, dealers,
commercial banks and trust companies will, upon request, be reimbursed by the
Purchaser for customary mailing and handling expenses incurred by them in
forwarding materials to their customers.

    The following is an estimate of fees and expenses to be incurred by the
Purchaser in connection with the Offer:

<Table>
<S>                                                           <C>
Financial Advisor...........................................  $  750,000
Legal.......................................................     250,000
Printing....................................................     100,000
Advertising.................................................      25,000
Filing......................................................      25,527
Depositary..................................................      12,500
Information Agent (including mailing).......................      12,000
Miscellaneous...............................................      24,973
                                                              ----------
                                                              $1,200,000
                                                              ==========
</Table>

    The Company will not pay any of the fees and expenses to be incurred by the
Purchaser in connection with the Offer.

                                       47
<Page>
                                 MISCELLANEOUS

    The Offer is being made solely by this Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Shares. The Offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Purchaser by the Dealer Manager or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.

    Thermo Electron and the Purchaser have filed with the Commission a Schedule
TO together with exhibits, pursuant to Rule 14d-3 and Rule 13e-3 promulgated by
the Commission under the Exchange Act, furnishing certain additional information
with respect to the Offer. Such statement and any amendments thereto, including
exhibits, may be examined and copies may be obtained at the same places and in
the same manner as set forth with respect to information about the Company in
"Certain Information Concerning The Company" (except that such statement and
amendments may not be available in the regional offices of the Commission).

    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER
OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED ON AS HAVING BEEN AUTHORIZED.

November 16, 2001

                                       48
<Page>
                                   SCHEDULE I
                     MEMBERS OF THE BOARDS OF DIRECTORS AND
                    EXECUTIVE OFFICERS OF THE PURCHASER AND
                                THERMO ELECTRON

DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER

    The name, business address, position with the Purchaser, present principal
occupation or employment and five-year employment history of each of the
directors and executive officers of the Purchaser, together with the names,
principal businesses and addresses of any corporations or other organizations in
which such principal occupations are conducted, are set forth below. Unless
otherwise indicated, each occupation set forth refers to the Purchaser, each
individual is a United States citizen and each individual's business address is
81 Wyman Street, Waltham, Massachusetts 02454. Unless otherwise indicated, to
the knowledge of the Purchaser and Thermo Electron, no director or executive
officer of the Purchaser beneficially owns any Shares (or rights to acquire
Shares). Unless otherwise indicated, to the knowledge of the Purchaser and
Thermo Electron, no director or executive officer of the Purchaser has been
convicted in a criminal proceeding during the last five years (excluding traffic
violations or similar misdemeanors) and no director or executive officer of the
Purchaser was a party to any judicial or administrative proceeding during the
last five years (except for any matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.

<Table>
<Caption>

<S>                                    <C>
THEO MELAS-KYRIAZI...................  See biography below under "Directors and Executive Officers
                                       of Thermo Electron."
</Table>

DIRECTORS AND EXECUTIVE OFFICERS OF THERMO ELECTRON

    The name, business address, position with Thermo Electron, present principal
occupation or employment and five-year employment history of each of the
directors and executive officers of Thermo Electron, together with the names,
principal businesses and addresses of any corporations or other organizations in
which such principal occupations are conducted, are set forth below. Unless
otherwise indicated, each occupation set forth refers to Thermo Electron, each
individual is a United States citizen and each individual's business address is
81 Wyman Street, Waltham, Massachusetts 02454. Unless otherwise indicated, to
the knowledge of the Purchaser and Thermo Electron, no director or executive
officer of Thermo Electron beneficially owns any Shares (or rights to acquire
Shares). Unless otherwise indicated, to the knowledge of the Purchaser and
Thermo Electron, no director or executive officer of Thermo Electron has been
convicted in a criminal proceeding during the last five years (excluding traffic
violations or similar misdemeanors) and no director or executive officer of
Thermo Electron was a party to any judicial or administrative proceeding during
the last five years (except for any matters that were dismissed without sanction
or settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.

<Table>
<Caption>

<S>                                    <C>
</Table>

                                      I-1
<Page>
<Table>
<S>                                    <C>
PETER O. CRISP.......................  Mr. Crisp, 68, has been a director of Thermo Electron since
                                       1974. Mr. Crisp was a general partner of Venrock Associates,
                                       a venture capital investment firm located at 30 Rockefeller
                                       Plaza, New York, NY 10112, for more than five years until
                                       his retirement in September 1997. He has been the vice
                                       chairman of Rockefeller Financial Services, Inc. since
                                       December 1997. Mr. Crisp is also a director of American
                                       Superconductor Corporation, Evans & Sutherland Computer
                                       Corporation, Lexent Inc., United States Trust Corporation,
                                       and Western Multiplex Corp.

FRANK JUNGERS........................  Mr. Jungers, 74, has been a director of Thermo Electron
                                       since 1978. Mr. Jungers has been a consultant on business
                                       and energy matters since 1977. His business address is 822
                                       N.W. Murray Boulevard, Suite 242, Portland, OR 97229.
                                       Mr. Jungers is also a director of The AES Corporation and
                                       Statia Terminals Group N.V.

JIM P. MANZI.........................  Mr. Manzi, 48, has been a director of Thermo Electron since
                                       May 2000. He is the managing director of Stonegate Capital,
                                       a firm he formed to manage his personal investment
                                       activities in technology startup ventures, primarily related
                                       to the Internet. From 1984 until 1995, he was the chairman,
                                       president and chief executive officer of Lotus Development
                                       Corporation, a software manufacturer that was acquired by
                                       IBM Corporation in 1995.

ROBERT A. MCCABE.....................  Mr. McCabe, 66, has been a director of Thermo Electron since
                                       1962. He has been the chairman of Pilot Capital Corporation,
                                       located at 444 Madison Avenue, Suite 2103, New York, NY
                                       10022, which is engaged in private investments, since 1998.
                                       Mr. McCabe was the president of Pilot Capital Corporation
                                       from 1987 to 1998. Mr. McCabe is also a director of
                                       Church & Dwight Co., Inc.

ROBERT W. O'LEARY....................  Mr. O'Leary, 57, has been a director of Thermo Electron
                                       since June 1998. He has been the chairman and chief
                                       executive officer of The Sagamore Group, a firm specializing
                                       in change management situations with a focus on the service
                                       sector, since March 2001. He was the president and chief
                                       executive officer of PacificCare Health Systems Inc., a
                                       managed health services company, from July 2000 to
                                       October 2000. From 1995 until July 2000, he was the chairman
                                       and chief executive officer of Premier Inc., a strategic
                                       alliance of not-for-profit health care and hospital systems.
                                       Mr. O'Leary is also a director of Smith Group PLC and Viasys
                                       Healthcare Inc.

HUTHAM S. OLAYAN.....................  Ms. Olayan, 47, has been a director of Thermo Electron since
                                       1987. She has served since 1995 as president and a director
                                       of Olayan America Corporation, a member of the Olayan Group,
                                       and as president and a director of Competrol Real Estate
                                       Limited, another member of the Olayan Group, from 1985 until
                                       its merger into Olayan America Corporation in 1997. The
                                       surviving company, which is located at 505 Park Avenue,
                                       Suite 1100, New York, NY 10022, is engaged in private
                                       investments, including real estate, and advisory services.
                                       Ms. Olayan is a citizen of Saudi Arabia.
</Table>

                                      I-2
<Page>

<Table>
<Caption>

<S>                                    <C>
MICHAEL E. PORTER....................  Dr. Porter, 54, has been a director of Thermo Electron since
                                       July 2001. Dr. Porter is the Bishop William Lawrence
                                       University Professor at the Harvard Business School, and a
                                       leading authority on competitive strategy and international
                                       competitiveness. His business address is Harvard Business
                                       School, Soldiers Field Road, Boston, MA 02163.

RICHARD F. SYRON.....................  Dr. Syron, 57, has been a director of Thermo Electron since
                                       September 1997, its chief executive officer since June 1999
                                       and chairman of the board since January 2000. He also served
                                       as president of Thermo Electron from June 1999 to
                                       July 2000. From April 1994 until May 1999, Dr. Syron was the
                                       chairman and chief executive officer of the American Stock
                                       Exchange Inc. located at 86 Trinity Place, New York, NY
                                       10006-1881. Dr. Syron is also a director of The American
                                       Stock Exchange Inc., Dreyfus Corporation, and John Hancock
                                       Financial Services, Inc.

ELAINE S. ULLIAN.....................  Ms. Ullian, 53, has been a director of Thermo Electron since
                                       July 2001. Ms. Ullian has been president and chief executive
                                       officer of Boston Medical Center, a 550-bed academic medical
                                       center affiliated with Boston University, since July 1996.
                                       Ms. Ullian is also a director of Hologic, Inc. and Vertex
                                       Pharmaceuticals, Inc. Her business address is Boston Medical
                                       Center, Talbot 1, One Boston Medical Center Plaza, Boston,
                                       MA 02118-2393.

MARC N. CASPER.......................  Mr. Casper, 33, was appointed Vice President of Thermo
                                       Electron and President of its Life Sciences sector in
                                       November 2001. From 2000 to 2001, Mr. Casper was president
                                       and chief executive officer of Kendro Laboratory Products,
                                       L.P., a provider of life science sample preparation and
                                       processing equipment, and from 1997 to 2000, he worked at
                                       Dade Behring Inc., a clinical diagnostics company, first as
                                       executive vice president for Europe, Asia, and
                                       Intercontinental, and then as president-Americas. From 1995
                                       to 1996, Mr. Casper served as member of a portfolio
                                       management group at Bain Capital, Inc.

MARIJN E. DEKKERS....................  Mr. Dekkers, 43, has been a director of the Company since
                                       July 2000. He has been the chief operating officer and
                                       president of the Company since July 2000. From June 1999 to
                                       July 2000, he served as the president of Honeywell
                                       International's (formerly AlliedSignal Corporation)
                                       electronic materials division; from August 1997 to
                                       May 1999, he served as vice president and general manager of
                                       its fluorine products division; and from July 1995 to
                                       July 1997, he served as vice president and general manager
                                       of its specialty films division.
</Table>

                                      I-3
<Page>

<Table>
<Caption>

<S>                                    <C>
GUY BROADBENT........................  Mr. Broadbent, 37, was appointed Vice President of Thermo
                                       Electron in January 2001 and President, Optical Technologies
                                       in October 2000. From May 2000 to October 2000,
                                       Mr. Broadbent was vice president and general manager of the
                                       amorphous metals division of Honeywell International and
                                       from November 1998 to April 2000 he was business director
                                       for Honeywell International's specialty fluorine division.
                                       From June 1996 to October 1998, he was the marketing manager
                                       of new business development of the plastics division of
                                       General Electric Company. He also served as product manager
                                       of this division from December 1994 to May 1996.

BARRY S. HOWE........................  Mr. Howe, 45, was appointed Vice President of Thermo
                                       Electron in January 2001 and President, Measurement and
                                       Control in October 2000. Since 1995, Mr. Howe has held
                                       various operating positions at Thermo Electron. These
                                       included President, Optical Technologies from February 2000
                                       to October 2000; President and Chief Executive Officer of
                                       its Thermo Optek Corporation subsidiary from March 1999 to
                                       February 2000; President and Chief Executive Officer of its
                                       ThermoSpectra Corporation subsidiary from March 1998 to
                                       March 1999; and President and Chief Executive Officer of its
                                       Thermo BioAnalysis Corporation subsidiary from
                                       February 1995 to March 1998.

THEO MELAS-KYRIAZI...................  Mr. Melas-Kyriazi, 42, has been a vice president of Thermo
                                       Electron since March 1998 and its chief financial officer
                                       since January 1999. Prior to his appointment as a vice
                                       president of Thermo Electron, Mr. Melas-Kyriazi served as
                                       president and chief executive officer of ThermoSpectra
                                       Corporation from its inception in August 1994 until
                                       March 1998. Mr. Melas-Kyriazi is also the sole Director and
                                       the President of the Purchaser. Mr. Melas-Kyriazi is a
                                       citizen of Greece.

SETH H. HOOGASIAN....................  Mr. Hoogasian, 47, was appointed General Counsel of Thermo
                                       Electron in 1992 and Vice President in 1996.

PETER E. HORNSTRA....................  Mr. Hornstra, 42, was appointed Chief Accounting Officer of
                                       Thermo Electron in January 2001 and Corporate Controller in
                                       1996. From 1995 until 1996 Mr. Hornstra was Assistant
                                       Corporate Controller of Thermo Electron.
</Table>

    STOCK OWNERSHIP.  The following table sets forth the beneficial ownership of
common stock of the Company, as of October 31, 2001, with respect to each
director and executive officer of Thermo Electron. No director or executive
officer of Thermo Electron beneficially owns any shares of capital

                                      I-4
<Page>
stock of the Purchaser. The directors and executive officers of Thermo Electron
disclaim beneficial ownership of the shares of common stock beneficially owned
by Thermo Electron.

<Table>
<Caption>
NAME                                                        NUMBER OF SHARES (1)
- ----                                                        --------------------
<S>                                                         <C>
Guy Broadbent.............................................              0
Marc N. Casper............................................              0
Peter O. Crisp............................................              0
Marijn E. Dekkers.........................................          5,000
Seth H. Hoogasian.........................................              0
Peter E. Hornstra.........................................              0
Barry S. Howe.............................................              0
Frank Jungers.............................................              0
Jim P. Manzi..............................................              0
Robert A. McCabe..........................................              0
Theo Melas-Kyriazi........................................              0
Hutham S. Olayan..........................................              0
Robert W. O'Leary.........................................              0
Michael E. Porter.........................................              0
Richard F. Syron..........................................              0
Elaine S. Ullian..........................................              0
All directors and current executive officers as a group
  (17 persons)............................................          5,000
</Table>

- ------------------------

(1) Shares of the common stock of Spectra-Physics beneficially owned by
    Mr. Dekkers and by all directors and current executive officers as a group
    include 5,000 shares that Mr. Dekkers has the right to acquire within
    60 days of October 31, 2001 through the exercise of stock options. No
    director or current executive officer beneficially owned more than 1% of the
    Spectra-Physics common stock outstanding as of October 31, 2001; all
    directors and current executive officers as a group beneficially owned less
    than 1% of the Company's common stock outstanding as of October 31, 2001.

                                      I-5
<Page>
                                  SCHEDULE II
                      INFORMATION CONCERNING TRANSACTIONS
                       IN THE COMMON STOCK OF THE COMPANY

    The following table sets forth information with respect to purchases of the
Company's common stock by the Purchaser and Thermo Electron since January 1,
1999 (the commencement of the Company's second full fiscal year preceding the
date of this Offer to Purchase).

<Table>
<Caption>
                                                        NUMBER OF
                                                         SHARES         PRICE
DATE                                    PURCHASER       PURCHASED   PAID PER SHARE
- ----                                 ----------------   ---------   --------------
<S>                                  <C>                <C>         <C>
June 20, 2001......................  Thermo Electron     333,000        $17.67
</Table>

    This Schedule does not include 13,000,000 shares of the Company's common
stock acquired by Thermo Electron in February 1999 by virtue of Thermo
Electron's acquisition of SPAB. See "Special Factors--Background to the Offer
and the Merger--Acquisition of the Company."

                                      II-1
<Page>
                                  SCHEDULE III
              SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

262. APPRAISAL RIGHTS.

    (a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the
effective date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the merger
or consolidation nor consented thereto in writing pursuant to Section 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.

    (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section 251 (other than a merger effected pursuant to
Section 251 (g) of this title), Section 252, Section 254, Section 257, Section
258, Section 263 or Section 264 of this title:

        (1) Provided, however, that no appraisal rights under this section shall
    be available for the shares of any class or series of stock, which stock, or
    depository receipts in respect thereof, at the record date fixed to
    determine the stockholders entitled to receive notice of and to vote at the
    meeting of stockholders to act upon the agreement of merger or
    consolidation, were either (i) listed on a national securities exchange or
    designated as a national market system security on an interdealer quotation
    system by the National Association of Securities Dealers, Inc. or (ii) held
    of record by more than 2,000 holders; and further provided that no appraisal
    rights shall be available for any shares of stock of the constituent
    corporation surviving a merger if the merger did not require for its
    approval the vote of the stockholders of the surviving corporation as
    provided in subsection (f) of Section251 of this title.

        (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
    under this section shall be available for the shares of any class or series
    of stock of a constituent corporation if the holders thereof are required by
    the terms of an agreement of merger or consolidation pursuant to Sections
    251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
    anything except:

       a.  Shares of stock of the corporation surviving or resulting from such
           merger or consolidation, or depository receipts in respect thereof;

       b.  Shares of stock of any other corporation, or depository receipts in
           respect thereof, which shares of stock (or depository receipts in
           respect thereof) or depository receipts at the effective date of the
           merger or consolidation will be either listed on a national
           securities exchange or designated as a national market system
           security on an interdealer quotation system by the National
           Association of Securities Dealers, Inc. or held of record by more
           than 2,000 holders;

       c.  Cash in lieu of fractional shares or fractional depository receipts
           described in the foregoing subparagraphs a. and b. of this paragraph;
           or

       d.  Any combination of the shares of stock, depository receipts and cash
           in lieu of fractional shares or fractional depository receipts
           described in the foregoing subparagraphs a., b. and c. of this
           paragraph.

                                     III-1
<Page>
        (3) In the event all of the stock of a subsidiary Delaware corporation
    party to a merger effected under Section253 of this title is not owned by
    the parent corporation immediately prior to the merger, appraisal rights
    shall be available for the shares of the subsidiary Delaware corporation.

    (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections
(d) and (e) of this section, shall apply as nearly as is practicable.

    (d) Appraisal rights shall be perfected as follows:

        (1) If a proposed merger or consolidation for which appraisal rights are
    provided under this section is to be submitted for approval at a meeting of
    stockholders, the corporation, not less than 20 days prior to the meeting,
    shall notify each of its stockholders who was such on the record date for
    such meeting with respect to shares for which appraisal rights are available
    pursuant to subsections (b) or (c) hereof that appraisal rights are
    available for any or all of the shares of the constituent corporations, and
    shall include in such notice a copy of this section. Each stockholder
    electing to demand the appraisal of such stockholder's shares shall deliver
    to the corporation, before the taking of the vote on the merger or
    consolidation, a written demand for appraisal of such stockholder's shares.
    Such demand will be sufficient if it reasonably informs the corporation of
    the identity of the stockholder and that the stockholder intends thereby to
    demand the appraisal of such stockholder's shares. A proxy or vote against
    the merger or consolidation shall not constitute such a demand. A
    stockholder electing to take such action must do so by a separate written
    demand as herein provided. Within 10 days after the effective date of such
    merger or consolidation, the surviving or resulting corporation shall notify
    each stockholder of each constituent corporation who has complied with this
    subsection and has not voted in favor of or consented to the merger or
    consolidation of the date that the merger or consolidation has become
    effective; or

        (2) If the merger or consolidation was approved pursuant to Section228
    or Section253 of this title, each constituent corporation, either before the
    effective date of the merger or consolidation or within ten days thereafter,
    shall notify each of the holders of any class or series of stock of such
    constituent corporation who are entitled to appraisal rights of the approval
    of the merger or consolidation and that appraisal rights are available for
    any or all shares of such class or series of stock of such constituent
    corporation, and shall include in such notice a copy of this section;
    provided that, if the notice is given on or after the effective date of the
    merger or consolidation, such notice shall be given by the surviving or
    resulting corporation to all such holders of any class or series of stock of
    a constituent corporation that are entitled to appraisal rights. Such notice
    may, and, if given on or after the effective date of the merger or
    consolidation, shall, also notify such stockholders of the effective date of
    the merger or consolidation. Any stockholder entitled to appraisal rights
    may, within 20 days after the date of mailing of such notice, demand in
    writing from the surviving or resulting corporation the appraisal of such
    holder's shares. Such demand will be sufficient if it reasonably informs the
    corporation of the identity of the stockholder and that the stockholder
    intends thereby to demand the appraisal of such holder's shares. If such
    notice did not notify stockholders of the effective date of the merger or
    consolidation, either (i) each such constituent corporation shall send a
    second notice before the effective date of the merger or consolidation
    notifying each of the holders of any class or series of stock of such
    constituent corporation that are entitled to appraisal rights of the
    effective date of the merger or consolidation or (ii) the surviving or
    resulting corporation shall send such a second notice to all such holders on
    or within 10 days after such effective date; provided, however, that if such
    second notice is sent more than 20 days following the sending of the first
    notice, such second notice need only be sent

                                     III-2
<Page>
    to each stockholder who is entitled to appraisal rights and who has demanded
    appraisal of such holder's shares in accordance with this subsection. An
    affidavit of the secretary or assistant secretary or of the transfer agent
    of the corporation that is required to give either notice that such notice
    has been given shall, in the absence of fraud, be prima facie evidence of
    the facts stated therein. For purposes of determining the stockholders
    entitled to receive either notice, each constituent corporation may fix, in
    advance, a record date that shall be not more than 10 days prior to the date
    the notice is given, provided, that if the notice is given on or after the
    effective date of the merger or consolidation, the record date shall be such
    effective date. If no record date is fixed and the notice is given prior to
    the effective date, the record date shall be the close of business on the
    day next preceding the day on which the notice is given.

    (e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw such
stockholder's demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

    (f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed, by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

    (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all

                                     III-3
<Page>
relevant factors, including the rate of interest which the surviving or
resulting corporation would have had to pay to borrow money during the pendency
of the proceeding. Upon application by the surviving or resulting corporation or
by any stockholder entitled to participate in the appraisal proceeding, the
Court may, in its discretion, permit discovery or other pretrial proceedings and
may proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on the
list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted such stockholder's certificates of
stock to the Register in Chancery, if such is required, may participate fully in
all proceedings until it is finally determined that such stockholder is not
entitled to appraisal rights under this section.

    (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

    (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

    (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

    (1) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation. (Last amended by Ch. 339, L.
'98, eff. 7-1-98.)

                                     III-4
<Page>
    Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates evidencing Shares and any
other required documents should be sent or delivered by each stockholder or his
broker, dealer, commercial bank, trust company or other nominee to the
Depositary at one of its addresses set forth below:

                        THE DEPOSITARY FOR THE OFFER IS:

                         EQUISERVE TRUST COMPANY, L.P.

<Table>
<S>                                    <C>
        BY FIRST CLASS MAIL:                  BY OVERNIGHT DELIVERY:
  EquiServe Trust Corporate Actions               EquiServe Trust
           P.O. Box 43025                     Attn: Corporate Actions
      Prividence, RI 02940-3025                 40 Campanelli Drive
                                                Braintree, MA 02184
</Table>

                               BY HAND DELIVERY:

                        Securities Transfer & Reporting
                              c/o EquiServe Trust
                         100 William's Street, Galleria
                               New York, NY 10038

               TELEPHONE ASSISTANCE: 877-282-1168 OR 877-282-1169

    Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth below. Stockholders may also contact
their broker, dealer, bank or trust company for assistance concerning the Offer.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                             D.F. KING & CO., INC.
                          77 Water Street, 20th Floor
                               New York, NY 10005
                Bankers and Brokers Call Collect (212) 269-5550
                    All Others Call Toll-Free (800) 859-8508

                      THE DEALER MANAGER FOR THE OFFER IS:

                                     [LOGO]

                          J.P. MORGAN SECURITIES INC.
                                277 Park Avenue
                               New York, NY 10172
                                 (866) 262-0777

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(2)
<SEQUENCE>4
<FILENAME>a2066201zex-12_a2.txt
<DESCRIPTION>EXHIBIT 12(A)(2)
<TEXT>
<Page>
                                                                EXHIBIT 12(a)(2)

                             LETTER OF TRANSMITTAL
         TO ACCOMPANY CERTIFICATES REPRESENTING SHARES OF COMMON STOCK
                             SPECTRA-PHYSICS, INC.

<Table>
<Caption>
- --------------------------------------------------------------------------------------------------
                                DESCRIPTION OF SHARES SURRENDERED
                       (PLEASE FILL IN. ATTACH SEPARATE SCHEDULE IF NEEDED)
- --------------------------------------------------------------------------------------------------
       NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)
IF THERE IS ANY ERROR IN THE NAME OR ADDRESS SHOWN BELOW,
         PLEASE MAKE THE NECESSARY CORRECTIONS.            CERTIFICATE NUMBER(S)  NUMBER OF SHARES
<S>                                                        <C>                    <C>
- --------------------------------------------------------------------------------------------------

                                                           ---------------------------------------

                                                           ---------------------------------------

                                                           ---------------------------------------

                                                           ---------------------------------------
                                                           Total Shares >
- --------------------------------------------------------------------------------------------------
</Table>

This Letter of Transmittal is being delivered in connection with the tender
offer by Spectra-Physics Acquisition, Inc. ("Subsidiary"), a Delaware
corporation and a wholly owned subsidiary of Thermo Electron Corporation, a
Delaware corporation ("Thermo Electron"), to purchase all of the outstanding
shares of Common Stock, $.01 par value per share, of Spectra-Physics, Inc., a
Delaware corporation ("SPLI") at an offer price of $17.50 per share in cash,
without interest (the "Offer Price"). Pursuant to the terms and conditions set
forth in the Offer to Purchase, dated November 16, 2001, the undersigned hereby
surrenders the certificate(s) delivered herewith representing shares of SPLI
Common Stock for the purpose of receiving in exchange the Offer Price, for each
share of SPLI Common Stock represented by such certificate(s). NO PAYMENT SHALL
BE MADE WITH RESPECT TO ANY SHARES OF SPLI COMMON STOCK REPRESENTED BY A
CERTIFICATE(S) UNTIL THE SURRENDER OF SUCH CERTIFICATE(S) FOR EXCHANGE.

The undersigned represents that I (we) have full authority to surrender without
restriction the certificate(s) for exchange. Please issue the check in the name
shown above to the above address unless instructions are given in the boxes
below.

    Mail or deliver this Letter of Transmittal, together with the certificate(s)
representing your shares, to:

            THE EXCHANGE AGENT AT ONE OF THE ADDRESSES LISTED BELOW.

<Table>
<S>                            <C>                            <C>
          BY MAIL:                       BY HAND:                BY OVERNIGHT DELIVERY:

       EquiServe Trust             Securities Transfer &             EquiServe Trust
      Corporate Actions                  Reporting               Attn: Corporate Actions
    Post Office Box 43025           c/o EquiServe Trust            40 Campanelli Drive
  Providence, RI 02940-3025        100 William's Street,           Braintree, MA 02184
                                         Galleria
                                  NewYork, New York 10038
</Table>

    METHOD OF DELIVERY OF THE CERTIFICATE(S) IS AT THE OPTION AND RISK OF THE
OWNER THEREOF. SEE INSTRUCTION 1.

    IF YOUR CERTIFICATE(S) HAVE BEEN LOST, STOLEN, MISPLACED OR MUTILATED
CONTACT THE EXCHANGE AGENT AT 877-282-1168 OR 877-282-1169. SEE INSTRUCTION 5.
<Page>
                     SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS

    Complete ONLY if the certificate is to be issued in a name which differs
from the name on the surrendered certificate(s). Issue to:

    Name: ______________________________________________________________________

    Address: ___________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________
            (PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE AND
     SEE INSTRUCTIONS REGARDING SIGNATURE GUARANTEE. SEE INSTRUCTIONS 3, 4 & 6)

                         SPECIAL DELIVERY INSTRUCTIONS

    Complete ONLY if the certificate is to be mailed to some address other than
the address reflected above. Mail to:

    Name: ______________________________________________________________________

    Address: ___________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________

    ____________________________________________________________________________

                                       2
<Page>
- --------------------------------------------------------------------------------

                        YOU MUST SIGN IN THE BOX BELOW.
                                      ALSO
          SIGN AND PROVIDE YOUR TAX ID NUMBER ON THE BACK OF THIS FORM

- --------------------------------------------------------------------------------

                             SIGNATURE(S) REQUIRED
                 Signature(s) of Registered Holder(s) or Agent

- --------------------------------------------------------------------------------

MUST BE SIGNED BY THE REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON STOCK
CERTIFICATE(S). IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
ATTORNEY-IN-FACT, OFFICER FOR A CORPORATION ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, OR OTHER PERSON, PLEASE SET FORTH FULL TITLE. SEE
INSTRUCTIONS 2, 3, OR 4.

________________________________________________________________________________
                               Registered Holder

________________________________________________________________________________
                               Registered Holder

________________________________________________________________________________
                                 Title, if any

Date: _______________________________  Phone No.: ______________________________

                     SIGNATURE(S) GUARANTEED (IF REQUIRED)
                               SEE INSTRUCTION 3.

    Unless the shares are tendered by the registered holder(s) of the common
stock, or for the account of a member of a "Signature Guarantee Program"
("STAMP"), Stock Exchange Medallion Program ("SEMP") or New York Stock Exchange
Medallion Signature Program ("MSP") (an "Eligible Institution"), the above
signature(s) must be guaranteed by an Eligible Institution. See Instruction 3.

________________________________________________________________________________
                              Authorized Signature

________________________________________________________________________________
                                  Name of Firm

________________________________________________________________________________
                         Address of Firm--Please Print

                                       3
<Page>
- --------------------------------------------------------------------------------
                   INSTRUCTIONS FOR SURRENDERING CERTIFICATES
                 (Please read carefully the instructions below)

    1.  METHOD OF DELIVERY:  Your old certificate(s) and the Letter of
Transmittal must be sent or delivered to the Exchange Agent. DO NOT SEND THEM TO
THE COMPANY. The method of delivery of Certificates to be surrendered to the
Exchange Agent at one of the addresses set forth on the front of the Letter of
Transmittal is at the option and risk of the surrendering stockholder. Delivery
will be deemed effective only when received. IF THE CERTIFICATE(S) ARE SENT BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURED, IS
SUGGESTED. A return envelope is enclosed.

    2.  CERTIFICATE ISSUED IN THE SAME NAME:  If the certificate is issued in
the same name as the surrendered certificate is registered, the Letter of
Transmittal should be completed and signed exactly as the surrendered
certificate is registered. DO NOT SIGN THE CERTIFICATE(S). SIGNATURE GUARANTEES
ARE NOT REQUIRED if the Certificate(s) surrendered herewith are submitted by the
registered owner of such shares who has not completed the section entitled
"Special Issuance Instructions" or are for the account of an Eligible
Institution. If any of the Shares surrendered hereby are owned by two or more
joint owners, all such owners must sign this Letter of Transmittal exactly as
written on the face of the certificate(s). If any Shares are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations. Letters of Transmittals executed by trustees, executors,
administrators, guardians, officers of corporations, or others acting in a
fiduciary capacity who are not identified as such in the registration must be
accompanied by proper evidence of the signer's authority to act.

    3.  CERTIFICATE ISSUED IN DIFFERENT NAME:  If the section entitled "Special
Issuance Instructions" is completed then signatures on this Letter of
Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents' Medallion Program (each an "Eligible
Institution"). If the surrendered certificates are registered in the name of a
person other than the signer of this Letter of Transmittal, or if issuance is to
be made to a person other than the signer of this Letter of Transmittal, or if
the issuance is to be made to a person other than the registered owner(s), then
the surrendered certificates must be endorsed or accompanied by duly executed
stock powers, in either case signed exactly as the name(s) of the registered
owners appear on such certificate(s) or stock power(s), with the signatures on
the Certificate(s) or stock power(s) guaranteed by an Eligible Institution as
provided herein.

    4.  SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS:  Indicate the name and
address in which the certificate is to be sent if different from the name and/or
address of the person(s) signing this Letter of Transmittal. The stockholder is
required to give the social security number or employer identification number of
the record owner of the shares. If Special Issuance Instructions have been
completed, the stockholder named therein will be considered the record owner for
this purpose.

    5.  LETTER OF TRANSMITTAL REQUIRED:  SURRENDER OF CERTIFICATE(S), LOST
CERTIFICATE(S):  You will not receive your certificate unless and until you
deliver this Letter of Transmittal, properly completed and duly executed, to the
Exchange Agent, together with the certificate(s) evidencing your shares and any
required accompanying evidences of authority. IF YOUR CERTIFICATE(S) HAS BEEN
LOST, STOLEN, MISPLACED OR DESTROYED, CONTACT THE EXCHANGE AGENT FOR
INSTRUCTIONS AT 877-282-1168 OR 877-282-1169 PRIOR TO SUBMITTING YOUR
CERTIFICATES FOR EXCHANGE.

    6.  SUBSTITUTE FORM W-9:  Under Federal income tax law, a non-exempt
stockholder is required to provide the Exchange Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below.
If the certificate(s) are in more than one name or are not in the name of the
actual owner, consult the enclosed Substitute Form W-9 guidelines for additional
guidance on which number to report. FAILURE TO PROVIDE THE INFORMATION ON THE
FORM MAY SUBJECT THE SURRENDERING STOCKHOLDER TO 30.5% FEDERAL INCOME TAX
WITHHOLDING ON THE PAYMENT OF ANY CASH.

    The surrendering stockholder must check the box in Part III if a TIN has not
been issued and the stockholder has applied for a number or intends to apply for
a number in the near future. If a TIN has been applied for and the Exchange
Agent is not provided with a TIN before payment is made, the Exchange Agent will
withhold 30.5% on all payments to such surrendering stockholders of any cash
consideration due for their former Shares. Please review the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional details on what Taxpayer Identification Number to give the Exchange
Agent.

                                       4
<Page>

<Table>
<C>                              <S>                                      <C>
- -----------------------------------------------------------------------------------------------------------------
          SUBSTITUTE             Part I -- PLEASE PROVIDE YOUR TIN IN               Social Security No.
           FORM W-9              THE SPACE AT THE RIGHT AND CERTIFY BY                      or
  Department of the Treasury     SIGNING AND DATING BELOW                       Employer Identification No.
   Internal Revenue Service
                                 --------------------------------------------------------------------------------
 Payer's Request for Taxpayer    Part II -- For Payees exempt from backup withholding, see the enclosed
  Identification Number (TIN)    Guidelines For Certification of Taxpayer Identification Number on Substitute
                                 Form W-9 and complete as instructed therein.
                                 --------------------------------------------------------------------------------

                                 Part III
                                 Awaiting TIN: / /
- -----------------------------------------------------------------------------------------------------------------
 CERTIFICATION:  Under penalties of perjury, I certify that: (1) The number shown on this form is my correct
 taxpayer identification number, and (2) I am not subject to backup withholding because (a) I am exempt from
 backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as of a
 failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to
 backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).

 CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are
 subject to backup withholding because of underreporting interest or dividends on your tax return. However, if
 after being notified by the IRS that you were subject to backup withholding, you received another notification
 from the IRS that you were no longer subject to backup withholding, do not cross out item (2).

                                ALSO SEE INSTRUCTIONS IN THE ENCLOSED GUIDELINES.
- -----------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE

>  Signature -----------------------------------------------------------  Date ----------------------------------
- -----------------------------------------------------------------------------------------------------------------
</Table>

    Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth below. Stockholders may also contact
their broker, dealer, bank or trust company for assistance concerning the Offer.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                             D.F. KING & CO., INC.
                          77 Water Street, 20th Floor
                               New York, NY 10005
                Bankers and Brokers Call Collect (212) 269-5550
                    All Others Call Toll-Free (800) 859-8508

                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(3)
<SEQUENCE>5
<FILENAME>a2066201zex-12_a3.txt
<DESCRIPTION>EXHIBIT 12(A)(3)
<TEXT>
<Page>
                                                              [EXHIBIT 12(a)(3)]

                         NOTICE OF GUARANTEED DELIVERY

                                      for

                        TENDER OF SHARES OF COMMON STOCK

                                       of

                             SPECTRA-PHYSICS, INC.

    As set forth in the section captioned "The Tender Offer--Procedures For
Accepting The Offer And Tendering Shares" in the Offer to Purchase described
below, this Notice of Guaranteed Delivery or one substantially in the form
hereof must be used to tender shares of common stock, par value $0.01 per share
(the "Shares"), of Spectra-Physics, Inc., a Delaware corporation (the
"Company"), pursuant to the Offer (as defined below) if certificates evidencing
Shares are not immediately available or the certificates evidencing Shares and
all other required documents cannot be delivered to EquiServe Trust
Company, N.A. (the "Depositary") prior to the Expiration Date (as defined in the
Offer to Purchase), or if the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This instrument may be delivered by hand
or transmitted by facsimile transmission, overnight courier or mail to the
Depositary.

                        THE DEPOSITARY FOR THE OFFER IS:

                         EQUISERVE TRUST COMPANY, N.A.

<Table>
<S>                                    <C>
              BY MAIL:                         BY OVERNIGHT COURIER:
           EquiServe Trust                        EquiServe Trust
          Corporate Actions                   Attn: Corporate Actions
        Post Office Box 43025                   40 Campanelli Drive
      Providence, RI 02940-3025                 Braintree, MA 02184
</Table>

                                    BY HAND:
                        Securities Transfer & Reporting
                              c/o EquiServe Trust
                         100 William's Street, Galleria
                            New York, New York 10038

  FACSIMILE NUMBER 781-575-4826 AND FACSIMILE CONFIRMATION NUMBER 781-575-4816

    DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

    THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE OFFER TO PURCHASE)
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.

              THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
- --------------------------------------------------------------------------------
<Page>
Ladies and Gentlemen:

    The undersigned hereby tenders to Spectra-Physics Acquisition, Inc., a
Delaware corporation and a wholly-owned subsidiary of Thermo Electron
Corporation, a Delaware corporation, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 16, 2001 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"), receipt of each of which is hereby acknowledged, the number of Shares
indicated below pursuant to the guaranteed delivery procedures set forth in the
section of the Offer to Purchase captioned "The Tender Offer--Procedures For
Accepting The Offer And Tendering Shares."

Signature(s): __________________________________________________________________

Name(s) of Record Holder(s): ___________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                              Please Type or Print

Number of Shares: ______________________________________________________________

Share Certificate No(s).(if available): ________________________________________

________________________________________________________________________________

________________________________________________________________________________

Dated: ___________________________________________________________________, 2001

Address: _______________________________________________________________________

________________________________________________________________________________
                                                                        Zip Code

Area Code and Tel. No.(s): _____________________________________________________

Check box if Shares will be tendered by book-entry transfer: / /

DTC Account Number: ____________________________________________________________
- --------------------------------------------------------------------------------

                                   GUARANTEE
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)

    The undersigned, a firm which is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program, the Stock Exchanges' Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program, hereby
guarantees to either deliver to the Depositary certificates evidencing all the
Shares tendered hereby, in proper form for transfer, or to deliver such Shares
pursuant to the procedure for book-entry transfer into the Depositary's account
at The Depository Trust Company, in either case together with the Letter of
Transmittal, properly completed and duly executed, with any required signature
guarantees or an Agent's Message (as defined in the Offer to Purchase) in the
case of a book-entry transfer, and any other required documents, all within
three Nasdaq trading days after the date hereof.
- --------------------------------------------------------------------------------

Name of Firm: __________________________________________________________________

Address: _______________________________________________________________________

 _______________________________________________________________________________
                                                                        Zip Code

Area Code and Tel. No.: ________________________________________________________

Authorized Signature: __________________________________________________________

Name: __________________________________________________________________________

Title: _________________________________________________________________________

Dated: __________________, 2001
- --------------------------------------------------------------------------------

      NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
          CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(4)
<SEQUENCE>6
<FILENAME>a2066201zex-12_a4.txt
<DESCRIPTION>EXHIBIT 12(A)(4)
<TEXT>
<Page>
                                                              [EXHIBIT 12(a)(4)]

                          J.P. MORGAN SECURITIES INC.
                                277 PARK AVENUE
                               NEW YORK, NY 10172
                                 (866) 262-0777

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       of
                             SPECTRA-PHYSICS, INC.
                                       at
                              $17.50 NET PER SHARE
                                       by
                       SPECTRA-PHYSICS ACQUISITION, INC.
                          a Wholly-Owned Subsidiary of
                          THERMO ELECTRON CORPORATION
     ----------------------------------------------------------------------
 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
        TIME, ON FRIDAY, DECEMBER 14, 2001, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

                                                               November 16, 2001

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

    We have been appointed by Spectra-Physics Acquisition, Inc., a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Thermo Electron
Corporation, a Delaware corporation ("Thermo Electron"), to act as Dealer
Manager in connection with the Purchaser's offer to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Spectra-
Physics, Inc., a Delaware corporation (the "Company"), at a purchase price of
$17.50 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
November 16, 2001 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") enclosed herewith.

    The Offer is conditioned upon, among other things described in the Offer to
Purchase, there being validly tendered and not withdrawn prior to the expiration
of the Offer that number of Shares which, together with Shares owned by Thermo
Electron Corporation and its subsidiaries, constitutes at least ninety percent
(90%) of the outstanding Shares on the Expiration Date (as defined in the
section of the Offer to Purchase captioned "The Tender Offer--Terms Of The
Offer; Expiration Date"). The Offer is also subject to other important terms and
conditions contained in the Offer to Purchase.

    Enclosed for your information and for forwarding to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominees
are copies of the following documents:

1.  The Offer to Purchase dated November 16, 2001.

2.  The Letter of Transmittal to tender Shares (for your use and for the
    information of your clients).

3.  The Notice of Guaranteed Delivery for Shares (to be used to accept the Offer
    if certificates evidencing Shares ("Share Certificates") are not immediately
    available or if such Share Certificates and all other required documents
    cannot be delivered to EquiServe Trust Company, N.A. (the
<Page>
    "Depositary") prior to the Expiration Date or if the procedures for
    book-entry transfer cannot be completed on a timely basis).

4.  A printed form of letter which may be sent to your clients for whose
    accounts you hold Shares registered in your name or in the name of your
    nominees, with space provided for obtaining such clients' instructions with
    regard to the Offer.

5.  Guidelines for Certification of Taxpayer Identification Number on Substitute
    Form W-9.

6.  A return envelope addressed to the Depositary.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY
AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 14, 2001, UNLESS THE
OFFER IS EXTENDED.

    In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
(i) certificates evidencing Shares ("Share Certificates") or timely confirmation
of a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the section of the Offer to Purchase
captioned "The Tender Offer--Acceptance For Payment And Payment For Shares")
pursuant to the procedures set forth in the section of the Offer to Purchase
captioned "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares," (ii) the Letter of Transmittal, properly completed and duly executed,
with any required signature guarantees, or an Agent's Message (as defined in the
section of the Offer to Purchase captioned "The Tender Offer--Acceptance For
Payment And Payment For Shares") in connection with a book-entry transfer, and
(iii) any other documents required by the Letter of Transmittal.

    If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's Share Certificates are not immediately available or such
stockholder cannot deliver the Share Certificates and all other required
documents to reach the Depositary prior to the Expiration Date, or such
stockholder cannot complete the procedure for delivery by book-entry transfer on
a timely basis, such Shares may nevertheless be tendered by following the
guaranteed delivery procedures specified in the section of the Offer to Purchase
captioned "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares."

    No fees or commissions will be paid to brokers, dealers or any other persons
(other than to the Dealer Manager and D.F. King & Co., Inc. (the "Information
Agent"), as described in the Offer to Purchase) for soliciting tenders of Shares
pursuant to the Offer. The Purchaser will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients.

    The Purchaser will pay or cause to be paid any transfer taxes payable on the
purchase of Shares by the Purchaser pursuant to the Offer, except as otherwise
provided in the Letter of Transmittal.

    Questions and requests for assistance or for additional copies of the
enclosed materials may be directed to the Dealer Manager or the Information
Agent, at their respective addresses and telephone numbers set forth on the back
cover of the Offer to Purchase.

                                          Very truly yours,

                                          J.P. Morgan Securities Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THERMO ELECTRON CORPORATION OR ANY OF ITS
SUBSIDIARIES (INCLUDING WITHOUT LIMITATION THE PURCHASER), THE COMPANY, THE
DEALER MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY
OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(5)
<SEQUENCE>7
<FILENAME>a2066201zex-12_a5.txt
<DESCRIPTION>EXHIBIT 12(A)(5)
<TEXT>
<Page>
                                                              [EXHIBIT 12(a)(5)]

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       of
                             SPECTRA-PHYSICS, INC.
                                       at
                              $17.50 NET PER SHARE
                                       by
                       SPECTRA-PHYSICS ACQUISITION, INC.
                          a wholly-owned subsidiary of
                          THERMO ELECTRON CORPORATION
     ----------------------------------------------------------------------
 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
        TIME, ON FRIDAY, DECEMBER 14, 2001, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

To Our Clients:

    Enclosed for your consideration is an Offer to Purchase dated November 16,
2001 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by Spectra-Physics Acquisition, Inc., a Delaware
corporation (the "Purchaser") and a wholly-owned subsidiary of Thermo Electron
Corporation, a Delaware corporation ("Thermo Electron"), to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
Spectra-Physics, Inc., a Delaware corporation (the "Company"), at a purchase
price of $17.50 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer.

    We are the holder of record of Shares held by us for your account. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.

    We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer.

    Your attention is directed to the following:

- - The tender price is $17.50 per Share, net to the seller in cash, without
  interest thereon.

- - The Offer and withdrawal rights will expire at 12:00 midnight, New York City
  time, on Friday, December 14, 2001, unless the Offer is extended.

- - The Offer is made for all of the outstanding Shares.

- - The Offer is conditioned upon, among other things described in the Offer to
  Purchase, there being validly tendered and not withdrawn prior to the
  expiration of the Offer that number of Shares which, together with Shares
  owned by Thermo Electron Corporation and its subsidiaries constitutes at least
  ninety percent (90%) of the outstanding Shares on the Expiration Date (as
  defined in the section of the Offer to Purchase captioned "The Tender
  Offer--Terms Of The Offer; Expiration Date"). The Offer is also subject to
  other important terms and conditions contained in the Offer to Purchase.

- - Tendering stockholders will not be obligated to pay brokerage fees or
  commissions or, except as set forth in the Letter of Transmittal, transfer
  taxes on the purchase of Shares by the Purchaser pursuant to the Offer.
<Page>
- - In all cases, payment for Shares tendered and accepted for payment pursuant to
  the Offer will be made only after timely receipt by EquiServe Trust
  Company, N.A. (the "Depositary") of (i) certificates evidencing Shares or
  timely confirmation of a book-entry transfer of such Shares into the
  Depositary's account at the Book Entry Transfer Facility (as defined in the
  section of the Offer to Purchase captioned "The Tender Offer--Acceptance For
  Payment And Payment For Shares") pursuant to the procedures set forth in the
  section of the Offer to Purchase captioned "The Tender Offer--Procedures For
  Accepting The Offer And Tendering Shares," (ii) the Letter of Transmittal,
  properly completed and duly executed, with any required signature guarantees,
  or an Agent's Message (as defined in the section of the Offer to Purchase
  captioned "The Tender Offer--Acceptance For Payment And Payment For Shares")
  in connection with a book-entry transfer and (iii) any other documents
  required by the Letter of Transmittal.

    The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Shares. The Offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Purchaser by J.P. Morgan Securities Inc. or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

    If you wish to have us tender any or all of the Shares held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise specified in such
instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.

                                       2
<Page>
- --------------------------------------------------------------------------------

                          INSTRUCTIONS WITH RESPECT TO
                         THE OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       of
                             SPECTRA-PHYSICS, INC.

    The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase dated November 16, 2001 (the "Offer to Purchase") and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") pursuant to an offer by
Spectra-Physics Acquisition, Inc., a Delaware corporation and a wholly-owned
subsidiary of Thermo Electron Corporation, a Delaware corporation, to purchase
all of the outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of Spectra-Physics, Inc., a Delaware corporation.

    This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.

- --------------------------------------------------------------------------------

Number of Shares to be Tendered(1):

Dated: ___________, 2001

                                   SIGN HERE

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                  Signature(s)

________________________________________________________________________________

________________________________________________________________________________
                          Please type or print name(s)

________________________________________________________________________________

________________________________________________________________________________
                                    Address:

________________________________________________________________________________
                        Area Code and Telephone Number:

________________________________________________________________________________
                   Tax Identification or Social Security No:

(1) Unless otherwise indicated, it will be assumed that all of the Shares held
    by us for your account are to be tendered.

- --------------------------------------------------------------------------------

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(6)
<SEQUENCE>8
<FILENAME>a2066201zex-12_a6.txt
<DESCRIPTION>EXHIBIT 12(A)(6)
<TEXT>
<Page>
                                                              [EXHIBIT 12(a)(6)]

    THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. THE OFFER IS BEING MADE SOLELY BY THE OFFER TO PURCHASE
DATED NOVEMBER 16, 2001 AND THE RELATED LETTER OF TRANSMITTAL AND IS BEING MADE
TO ALL HOLDERS OF SHARES. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH
THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION WHERE THE SECURITIES,
BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE PURCHASER BY J.P.
MORGAN SECURITIES INC. OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.

                      NOTICE OF OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       of
                             SPECTRA-PHYSICS, INC.
                                       at
                              $17.50 NET PER SHARE
                                       by
                       SPECTRA-PHYSICS ACQUISITION, INC.
                          a wholly-owned subsidiary of
                          THERMO ELECTRON CORPORATION

    Spectra-Physics Acquisition, Inc., a Delaware corporation (the "Purchaser")
and a wholly-owned subsidiary of Thermo Electron Corporation, a Delaware
corporation ("Thermo Electron"), is offering to purchase all outstanding shares
of common stock, par value $0.01 per share (the "Shares"), of
Spectra-Physics, Inc., a Delaware corporation (the "Company"), at a purchase
price of $17.50 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 16, 2001 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").
- --------------------------------------------------------------------------------
 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
        TIME, ON FRIDAY, DECEMBER 14, 2001, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH, TOGETHER WITH SHARES OWNED BY THERMO ELECTRON AND ITS
SUBSIDIARIES, CONSTITUTES AT LEAST NINETY PERCENT (90%) OF THE OUTSTANDING
SHARES OF THE COMPANY ON THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO OTHER
IMPORTANT TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE.

    The Offer is the first step in Thermo Electron's plan to take the Company
private. The purpose of the Offer is to acquire the minority interest in the
Company as the last step in Thermo Electron's overall corporate reorganization.
If the Offer is completed, Thermo Electron and its subsidiaries will own at
least 90% of the Shares. Following the closing of the Offer, Thermo Electron
plans to cause the Purchaser to merge with and into the Company in a so-called
"short-form" merger (the "Merger"). If the Merger occurs after February 22,
2002, stockholders of the Company who do not tender their Shares in the Offer
will not be entitled to vote on the Merger. The consideration to be paid per
Share in the Merger (other than Shares held by stockholders, if any, who are
entitled to and perfect their appraisal rights under the Delaware General
Corporation Law) will be the same as the Offer price of $17.50. Thermo Electron
is prohibited by the terms of Section 203 of the Delaware General
<Page>
Corporation Law from causing the Company to merge with Thermo Electron or any of
its subsidiaries until February 22, 2002, three years after the date on which
Thermo Electron acquired control of Spectra-Physics AB, the Company's direct
parent company, unless the holders of two-thirds of the minority shares of the
Company vote to approve the Merger. It is Thermo Electron's current intention to
wait until as soon as practicable after February 22, 2002 to complete the
Merger.

    For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to
EquiServe Trust Company, N.A. (the "Depositary") of the Purchaser's acceptance
for payment of such Shares pursuant to the Offer. Upon the terms and subject to
the conditions of the Offer, payment for Shares so accepted for payment pursuant
to the Offer will be made by deposit of the aggregate purchase price therefor
with the Depositary, which will act as agent for tendering stockholders for the
purpose of receiving payment from the Purchaser and transmitting such payment to
stockholders whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCES
WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) certificates
evidencing Shares ("Share Certificates") or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the section of the Offer to Purchase captioned "The
Tender Offer--Acceptance For Payment And Payment For Shares") pursuant to the
procedures set forth in the section of the Offer to Purchase captioned "The
Tender Offer--Acceptance For Payment And Payment For Shares," (ii) the Letter of
Transmittal, properly completed and duly executed, with any required signature
guarantees, or an Agent's Message (as defined in the section of the Offer to
Purchase captioned "The Tender Offer--Acceptance For Payment And Payment For
Shares") in connection with a book-entry transfer and (iii) any other documents
required by the Letter of Transmittal.

    The term "Expiration Date" means 12:00 midnight, New York City time, on
Friday, December 14, 2001, unless and until the Purchaser, in its sole
discretion, shall have extended the period during which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, shall expire.

    Subject to the applicable rules and regulations of the Securities and
Exchange Commission, the Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend the period during which
the Offer is open for any reason, including the failure to satisfy any of the
conditions specified in the section of the Offer to Purchase captioned "The
Tender Offer--Certain Conditions Of The Offer," and thereby delay acceptance for
payment of, or payment for, any Shares, by giving oral or written notice of such
extension to the Depositary. Any such extension will be followed as promptly as
practicable by a public announcement thereof, such announcement to be made no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not properly withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholder's
Shares.

    Except as otherwise provided in the section of the Offer to Purchase
captioned "The Tender Offer--Withdrawal Rights," tenders of Shares made pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after January 14, 2002. In order for a withdrawal to be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares to be withdrawn, if different from that

                                       2
<Page>
of the person who tendered such Shares. If Share Certificates to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such Share Certificates, the tendering stockholder must
also submit the serial numbers shown on such Share Certificates to the
Depositary and the signatures on the notice of withdrawal must be guaranteed by
an Eligible Institution (as defined in the section of the Offer to Purchase
captioned "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares"), unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedures for
book-entry transfer, as set forth in the section of the Offer to Purchase
captioned "The Tender Offer--Procedures For Accepting The Offer And Tendering
Shares," any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares and must otherwise comply with the procedures of the Book-Entry Transfer
Facility. Withdrawals may not be revoked and any Shares properly withdrawn will
thereafter be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered at any time prior to the
Expiration Date by following one of the procedures described in the section of
the Offer to Purchase captioned "The Tender Offer--Procedures For Accepting The
Offer And Tendering Shares." All questions as to the form and validity
(including the time of receipt) of any notice of withdrawal will be determined
by the Purchaser, in its sole discretion, whose determination will be final and
binding.

    The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.

    The Purchaser has requested the Company's stockholder list and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase and the related Letter of Transmittal and, if
required, other relevant material will be mailed to record holders of Shares
whose names appear on the Company's stockholder list and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the Company's stockholder list
or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Shares.

    The receipt of cash for Shares pursuant to the Offer will be a taxable
transaction for U.S. federal income tax purposes.

    THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.

    Tendering stockholders of record who tender shares directly will not be
obligated to pay brokerage fees or commissions or, except as set forth in the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. Stockholders who hold their Shares through a
bank or a broker should check with such institution as to whether it charges any
service fees. The Purchaser will pay the expenses of the Depositary, D.F. King
& Co., Inc., who is acting as the information agent (the "Information Agent"),
and J.P. Morgan Securities Inc., who is acting as the dealer manager (the
"Dealer Manager") in connection with the Offer.

    Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal and all other tender offer materials may
be directed to the Information Agent or the Dealer Manager as set forth below,
and copies will be furnished promptly at the Purchaser's expense. No fees or
commissions will be paid to brokers, dealers or any other persons (other than
the Dealer Manager and the Information Agent) for soliciting tenders of Shares
pursuant to the Offer.

                                       3
<Page>
                    THE INFORMATION AGENT FOR THE OFFER IS:

                             D.F. King & Co., Inc.
                          77 Water Street, 20th Floor
                               New York, NY 10005
                 Banks and Brokers Call Collect: (212) 269-5550
                   All Others Call Toll Free: (800) 859-8508

                      THE DEALER MANAGER FOR THE OFFER IS:

                                     [LOGO]

                          J.P. Morgan Securities Inc.
                                277 Park Avenue
                               New York, NY 10172
                                 (866) 262-0777

November 16, 2001

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(7)
<SEQUENCE>9
<FILENAME>a2066201zex-12_a7.txt
<DESCRIPTION>EXHIBIT 12(A)(7)
<TEXT>
<Page>
                                                              [EXHIBIT 12(a)(7)]

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

    Guidelines for Determining the Proper Identification Number to Give the
Payer.-- Social Security numbers have nine digits separated by two hyphens:
I.E., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: I.E., 00-0000000. The table below will help determine the
number to give the Payer.

- --------------------------------------------------------------------------------

<Table>
<Caption>
                               GIVE THE SOCIAL SECURITY                                   GIVE THE SOCIAL SECURITY
 FOR THIS TYPE OF ACCOUNT:           NUMBER OF--            FOR THIS TYPE OF ACCOUNT:           NUMBER OF--
- ---------------------------    ------------------------    ---------------------------    ------------------------
<C>  <S>                       <C>                         <C>  <C>                       <C>
 1.  An individual's           The individual               9.  A valid trust, estate     The legal entity (Do not
     account                                                    or pension trust          furnish the identifying
                                                                                          number of the personal
                                                                                          representative or
                                                                                          trustee unless the legal
                                                                                          entity itself is not
                                                                                          designated in the
                                                                                          account title.)(5)

 2.  Two or more               The actual owner of the     10.  Corporate account         The corporation
     individuals (joint        account or, if combined
     account)                  funds, the first
                               individual on the
                               account(1)

 3.  Husband and wife          The actual owner of the     11.  Religious, charitable     The organization
     (joint account)           account or, if joint             or educational
                               funds, the first                 organization account
                               individual on the
                               account(1)

 4.  Custodian account of a    The minor(2)                12.  Partnership account       The partnership
     minor (Uniform Gift to                                     held in the name of
     Minors Act)                                                the business

 5.  Adult and minor (joint    The adult or, if the        13.  Association, club or      The organization
     account)                  minor is the only                other tax-exempt
                               contributor, the                 organization
                               minor(1)

 6.  Account in the name of    The ward, minor or          14.  A broker or registered    The broker or nominee
     guardian or committee     incompetent person(3)            nominee
     for a designated ward,
     minor or incompetent
     person

 7.  (a) The usual             The grantor-trustee(1)      15.  Account with the          The public entity
     revocable savings                                          Department of
     trust account (grantor    The actual owner(1)              Agriculture in the
     is also trustee)                                           name of a public
     (b) So-called trust                                        entity (such as a
     account that is not a                                      State or local
     legal or valid trust                                       government, school
     under State law                                            district, or prison)
                                                                that receives
                                                                agricultural program
                                                                payments

 8.  Sole proprietorship       The owner(4)
     account
</Table>

- --------------------------

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<Page>
- --------------------------------------------------------------------------------

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

    If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

    Payees specifically exempted from backup withholding on ALL payments include
the following (Section references are to the Internal Revenue Code):

    - A corporation.

    - A financial institution.

    - An organization exempt from tax under section 501(a), or an individual
      retirement plan, or a custodial account under section 403(b)(7).

    - The United States or any agency or instrumentality thereof.

    - A State, the District of Columbia, a possession of the United States, or
      any subdivision or instrumentality thereof.

    - A foreign government, a political subdivision of a foreign government, or
      any agency or instrumentality thereof.

    - An international organization or any agency, or instrumentality thereof.

    - A registered dealer in securities or commodities registered in the U.S. or
      possession of the U.S.

    - A real estate investment trust.

    - A common trust fund operated by a bank under section 584(a).

    - An exempt charitable remainder trust, or a non-exempt trust described in
      section 4947(a)(1).

    - An entity registered at all times under the Investment Company Act of
      1940.

    - A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

    - Payments to nonresident aliens subject to withholding under section 1441.

    - Payments to partnerships not engaged in a trade or business in the U.S.
      and which have at least one nonresident partner.

    - Payments of patronage dividends where the amount received is not paid in
      money.

    - Payments made by certain foreign organizations.

    - Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

    - Payments of interest on obligations issued by individuals.

                                       2
<Page>
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

    - Payments of tax-exempt interest (including exempt-interest dividends under
      section 852).

    - Payments described in section 6049(b)(5) to nonresident aliens.

    - Payments on tax-free government bonds under section 1451.

    - Payments made by certain foreign organizations.

    - Payments made to a nominee.

Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and the regulations under those sections.

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. Payers
must be given the numbers whether or not recipients are required to file a tax
return. Payers must generally withhold 30.5% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
    to furnish your taxpayer identification number to a payer, you are subject
    to a penalty of $50 for each such failure unless your failure is due to
    reasonable cause and not to willful neglect.

(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. --If you fail to
    include any portion of an includible payment for interest, dividends or
    patronage dividends in gross income, such failure is strong evidence of
    negligence. If negligence is shown, you will be subject to a penalty of 20%
    on any portion of an underpayment attributable to that failure.

(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
    make a false statement with no reasonable basis which results in no
    imposition of backup withholding, you are subject to a penalty of $500.

(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
    certifications or affirmations may subject you to criminal penalties
    including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(11)
<SEQUENCE>10
<FILENAME>a2066201zex-12_a11.txt
<DESCRIPTION>EXHIBIT 12(A)(11)
<TEXT>
<PAGE>


                                                               EXHIBIT 12(A)(11)

         THERMO ELECTRON COMMENCES CASH TENDER OFFER FOR SPECTRA-PHYSICS


WALTHAM, Mass., November 16, 2001 - Thermo Electron Corporation (NYSE:TMO)
announced today that it has commenced its previously announced cash tender offer
of $17.50 per share for any and all outstanding shares of its Spectra-Physics,
Inc. (NASDAQ:SPLI) subsidiary. The offer and withdrawal rights will expire at
midnight on Friday, December 14, 2001, unless the offer is extended.

         The complete terms and conditions of the offer are set forth in the
offer to purchase, letter of transmittal, and other related materials being
filed today with the Securities and Exchange Commission (SEC). Copies of the
offer and transmittal letter will be distributed to Spectra-Physics
shareholders.

         Thermo Electron currently owns approximately 78.5 percent of
Spectra-Physics common stock. The goal of the tender offer is to bring Thermo
Electron's equity ownership in Spectra-Physics to at least 90 percent. If Thermo
Electron achieves this 90-percent ownership threshold, it plans to acquire all
remaining outstanding shares of Spectra-Physics common stock through a
subsequent "short-form" merger as soon as possible after February 22, 2002.
Shareholders who do not participate in the tender offer will also receive $17.50
in cash for their Spectra-Physics shares in the short-form merger.

         The tender offer and proposed subsequent short-form merger require SEC
clearance of necessary filings. Assuming the short-form merger occurs after
February 22, 2002, Spectra-Physics board and shareholder approvals are not
required.

         Thermo Electron Corporation is a global leader in providing
technology-based instruments, components, and systems that offer total solutions
for markets ranging from life sciences to telecommunications to food, drug, and
beverage production. The company's powerful technologies help researchers sift
through data to make discoveries that will fight disease or prolong life. They
allow manufacturers to fabricate critical components required to increase the
speed and quality of communications. And they automatically monitor and control
online production to ensure that quality standards are met safely and
efficiently. Thermo Electron, based in Waltham, Massachusetts, reported $2.3
billion in revenues in 2000 and employs approximately 12,000 people worldwide.
For more information on Thermo Electron, visit http://www.thermo.com.

                                      # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(A)(12)
<SEQUENCE>11
<FILENAME>a2066201zex-12_a12.txt
<DESCRIPTION>EXHIBIT 12(A)(12)
<TEXT>
<PAGE>


                                                               Exhibit 12(a)(12)


  THERMO ELECTRON AMENDS MINIMUM CONDITION IN TENDER OFFER FOR SPECTRA-PHYSICS
                SHARES AND EXTENDS DEADLINE TO DECEMBER 21, 2001

WALTHAM, Mass., December 17, 2001 - Thermo Electron Corporation (NYSE:TMO)
announced today that it is amending one of the conditions to the closing of its
tender offer for Spectra-Physics, Inc. (NASDAQ:SPLI) common stock. The original
tender offer, now being amended, required that the number of shares of
Spectra-Physics common stock validly tendered and not withdrawn prior to the
original expiration date, together with shares owned by Thermo Electron and its
subsidiaries, constituted at least 90 percent of the outstanding Spectra-Physics
common stock. Thermo Electron has decided to change the percentage for this
condition from 90 percent to 86.5 percent. As a result, Thermo Electron has
extended the expiration date of the tender offer until midnight, New York City
time, on Friday, December 21, 2001. All other terms and conditions of the offer
remain unchanged.

         Because of the amendment and extension announced today, holders of
Spectra-Physics common stock may tender or withdraw their shares until midnight
on Friday, December 21, 2001, unless the offer is further extended. The tender
offer previously had been scheduled to expire at midnight on Friday, December
14, 2001.

         Thermo Electron reported that approximately 1,369,942 shares of
Spectra-Physics stock were tendered in the offer. These shares, together with
the shares owned by Thermo Electron, represent approximately 86.6 percent of the
outstanding shares. Thermo Electron has also received guarantees that
approximately 1 percent more shares will also be tendered.

         On November 16, 2001, Thermo Electron mailed an offer to purchase to
registered holders of Spectra-Physics shares regarding the tender offer and the
merger, accompanied by a letter of transmittal that Spectra-Physics shareholders
can use to tender their shares in the offer. Beneficial owners of
Spectra-Physics shares holding in street name through their brokers can receive
the offer to purchase and letter of transmittal from their brokers and should
contact their brokers for those documents. Copies of the offer to purchase and
letter of transmittal may be requested from D.F. King & Co., Inc., the
information agent for the tender offer, by calling (800) 859-8508.

         Thermo Electron Corporation is a global leader in providing
technology-based instruments, components, and systems that offer total solutions
for markets ranging from life sciences to telecommunications to food, drug, and
beverage production. The company's powerful technologies help researchers sift
through data to make discoveries that will fight disease or prolong life. They
allow manufacturers to fabricate critical components required to increase the
speed and quality of communications. And they automatically monitor and control
online production to ensure that quality standards are met safely and
efficiently. Thermo Electron, based in Waltham, Massachusetts, reported $2.3
billion in revenues in 2000 and employs approximately 12,000 people worldwide.
For more information on Thermo Electron, visit http://www.thermo.com.


                                      # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(C)(1)
<SEQUENCE>12
<FILENAME>a2066102zex-12_c1.txt
<DESCRIPTION>EXHIBIT 12(C)(1)
<TEXT>
<Page>

                                                              Exhibit 12(c)(1)
                              [JPMorgan letterhead]


November 6, 2001


The Board of Directors
Thermo Electron Corporation
81 Wyman Street
Post Office Box 9046
Waltham, MA 02454-0946

Attention: Seth H. Hoogasian

Members of the Board of Directors:

You have requested our opinion as to the fairness, from a financial point of
view, to Thermo Electron Corporation (the "Company") of the consideration to be
paid by the Company and its wholly-owned subsidiary, Spectra-Physics
Acquisition, Inc. (the "Bidder"), in the proposed Transaction (as defined below)
involving the Company's indirect, approximately 80%-owned subsidiary,
Spectra-Physics, Inc. ("SPI"). You have informed us that the Bidder proposes to
make a tender offer (the "Offer") to purchase any and all outstanding shares of
common stock, $.01 par value per share (the "SPI Common Stock"), of SPI (other
than shares of the SPI Common Stock held in treasury or owned by the Company and
its subsidiaries) for cash consideration of $17.50 net per share (the "Purchase
Price"). Following consummation of the Offer, the Bidder intends to merge with
SPI, and each outstanding share of SPI Common Stock (other than shares of the
SPI Common Stock held in treasury or owned by the Company and its subsidiaries
and shares with respect to which dissenters' rights have been validly exercised)
will be converted into the right to receive the Purchase Price (the "Merger" and
together with the Offer, the "Transaction").

In arriving at our opinion, we have (i) reviewed certain publicly available
business and financial information concerning SPI and the industries in which
it operates; (ii) compared the financial and operating performance of SPI
with publicly available information concerning certain other companies we
deemed relevant and reviewed the current and historical market prices of the
SPI Common Stock and certain publicly traded

<Page>

securities of such other companies; (iii) reviewed certain internal financial
analyses and forecasts prepared by the managements of the Company relating to
SPI's businesses, as well as the estimated amount and timing of the cost savings
and related expenses and synergies expected to result from the Transaction (the
"Synergies"); and (iv) performed such other financial studies and analyses and
considered such other information as we deemed appropriate for the purposes of
this opinion.

In addition, we have held discussions with certain members of the management of
the Company with respect to certain aspects of the Transaction, and the past and
current business operations of SPI, the financial condition and future prospects
and operations of SPI, the effects of the Transaction on the financial condition
and future prospects of the Company, and certain other matters we believed
necessary or appropriate to our inquiry.

In giving our opinion, we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was publicly
available or was furnished to, or discussed with, us by the Company or otherwise
reviewed by us, and we have not assumed any responsibility or liability
therefor. We have not conducted any valuation, appraisal or physical inspection
of any assets or liabilities of SPI, nor have any such valuations or appraisals
been provided to us. We also assumed that there have been no material changes in
SPI's results of operations or financial condition since the date of the most
recent financial statements made available to us. In relying on financial
analyses and forecasts provided to us, including the Synergies, we have assumed
that they have been reasonably prepared based on assumptions reflecting the best
currently available estimates and judgments by management as to the expected
future results of operations and financial condition of SPI to which such
analyses or forecasts relate. We have also assumed that the Transaction will
have the tax consequences described in discussions with, and materials furnished
to us by, representatives of the Company. We have relied as to all legal matters
relevant to rendering our opinion upon the advice of counsel. We have further
assumed that any material governmental, regulatory or other consents and
approvals necessary for the consummation of the Transaction will be obtained
without any adverse effect on SPI or the Company or on the contemplated benefits
of the Transaction.

Our opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof. It
should be understood that subsequent developments may affect this opinion and
that we do not have any obligation to update, revise, or reaffirm this opinion.
Our opinion is limited to the fairness, from a financial point of view, of the
consideration to be paid by the Bidder in the proposed Transaction and we
express no opinion as to the underlying decision by the Company to engage in the
Transaction. We are

                                       2

<Page>

expressing no opinion herein as to the price at which the SPI Common Stock or
the common stock of the Company will trade at any future time, whether prior to
or following consummation of the Transaction.

We have acted as financial advisor to the Company with respect to the
proposed Transaction and will receive a fee from the Company for our
services. Since January 2000, JPMorgan has been acting as financial advisor
to the Company in connection with the overall reorganization of the Company's
businesses, which has been effected in a series of transactions since January
2000 and for which JPMorgan has received customary compensation. In addition,
we were engaged by SPI in May 2000 to act as its financial advisor in
connection with SPI's consideration of its strategic alternatives, which
financial advisory services were completed in November 2000. In the ordinary
course of our businesses, we and our affiliates may actively trade the debt
and equity securities of the Company, SPI and their respective affiliates for
our own account or for the accounts of customers and, accordingly, we may at
any time hold long or short positions in such securities.

On the basis of and subject to the foregoing, it is our opinion as of the date
hereof that the consideration to be paid by the Bidder in the proposed
Transaction is fair, from a financial point of view, to the Company.

This letter is provided to the Board of Directors of the Company in connection
with and for the purposes of its evaluation of the Transaction. This opinion
does not constitute a recommendation to any shareholder of SPI as to whether
such shareholder should tender its shares of SPI Common Stock in Offer or any
other matter. This opinion may not be disclosed, referred to, or communicated
(in whole or in part) to any third party for any purpose whatsoever except with
our prior written approval. This opinion may be reproduced in full in the
Schedule TO to be filed by the Company and the Offer to Purchase to be mailed to
shareholders of SPI, but may not otherwise be disclosed publicly in any manner
without our prior written approval.

Very truly yours,

/s/ J.P. MORGAN SECURITIES INC.

J.P. MORGAN SECURITIES INC.


                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(C)(2)
<SEQUENCE>13
<FILENAME>a2066102zex-12_c2.txt
<DESCRIPTION>EXHIBIT 12(C)(2)
<TEXT>
<Page>

August 20, 2001

- --------------------------------------------------------------------------------


THERMO
ELECTRON CORPORATION



DISCUSSION ON  [SPECTRA LOGO] SPECTRA-PHYSICS



[JPMORGAN LOGO]


<Page>

This presentation was prepared exclusively for the benefit and internal use
of Thermo Electron Corporation in order to indicate, on a preliminary basis,
the feasibility of a possible transaction or transactions and does not carry
any right of publication or disclosure to any other party. This presentation
is incomplete without reference to, and should be viewed solely in
conjunction with, the oral briefing provided by JPMorgan. Neither this
presentation nor any of its contents may be used for any other purpose
without the prior written consent of JPMorgan.

The information in this presentation is based upon management forecasts and
reflects prevailing conditions and our views as of this date, all of which
are accordingly subject to change. In preparing this presentation, we have
relied upon and assumed, without independent verification, the accuracy and
completeness of all information available from public sources or which was
provided to us by or on behalf of Thermo Electron Corporation or which was
otherwise reviewed by us. In addition, our analyses are not and do not
purport to be appraisals of the assets, stock, or business of Thermo Electron
Corporation.

JPMorgan is a marketing name for investment banking businesses of JPMorgan
Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan
arranging, financial advisory and other investment banking activities are
performed by JPMorgan Securities Inc., the JPMorgan division of Chase
Securities Inc. and their securities affiliates, and lending, derivatives and
other commercial banking activities are performed by Morgan Guaranty Trust
Company of New York, The Chase Manhattan Bank and their banking affiliates.
JPMorgan deal team members may be employees of any of the foregoing entities.

<Page>

AGENDA
===============================================================================

- -------------------------------------------------------------------------------
  o      OVERVIEW
- -------------------------------------------------------------------------------

  o      Equity market overview

  o      Valuation analysis

  o      Minority spin-in analysis

  o      Shareholder considerations


                                                                             1
<Page>


TIMELINE
===============================================================================

<Table>
<Caption>

        KEY DATES           KEY EVENTS
        ------------------  -------------------------------------------------------------------------------------------
<S>     <C>                 <C>
1997    Oct-1997            o    Laser and Optics Group of Spectra-Physics AB prepared for IPO

        Dec-1997            o    Public offering of Laser and Optics Group (renamed
                                 Spectra-Physics Lasers, Inc.) completed with 2.4MM shares at
                                 $10 per share

        Jan-1998            o    Over-allotment of 360,000 shares sold

                            o    Spectra-Physics AB indirectly owns 80% of SPLI stock

        Feb-1999            o    Thermo Instrument Systems acquired Spectra-Physics AB and indirect
                                 ownership of 79% interest in SPLI

        Jan-2000            o    Thermo Instrument Systems spun-in by Thermo Electron Corporation

        Today               o    Thermo Electron owns 13.3MM shares (79.8%) of SPLI through Spectra-Physics
                                 AB, a wholly-owned subsidiary of Thermo Electron

2002    Feb-2002            o    Delaware 203 restriction expires
        ------------------  -------------------------------------------------------------------------------------------
</Table>


                                                                             2
<Page>

SPIN-IN PUBLIC MINORITY: PROS AND CONS
===============================================================================


Pros

o    Increase investment in optical segment

     -    100% ownership and complete control of SPLI

     -    Retain high-growth business within Thermo portfolio

o    Eliminate costs of public minority

o    Opportunity to combine Thermo's optical businesses with SPLI

o    Further clarifying of TMO story


Cons

o    Significant employee retention issues

     - Difficult to retain scarce optical engineering talent without
       focused currency

o    Lack of separate public currency to grow the business through
     acquisition

o    Tender offer may not be successful

o    Could be slightly dilutive to Thermo's earnings in the absence of
     synergies


                                                                             3
<Page>

SUMMARY OF ILLUSTRATIVE TRANSACTION
===============================================================================

PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA


Acquirer                                  Thermo Electron Corporation

Target                                    Spectra-Physics

Consideration                             Cash

Minority stake purchased                  20.2% basic
                                          26.3% fully diluted


<Table>
<Caption>
                                                              ILLUSTRATIVE PURCHASE PRICES
PURCHASE PRICE (PER SHARE)                              $15.00             $17.50         $20.00
- -------------------------------------------- ------------------ ------------------ --------------
<S>                                                     <C>                <C>            <C>
Implied transaction value(1)                              $287               $333           $378

Implied equity value(1)                                    259                305            350

Equity value of minority stake(2)                           59                 71             84

- -------------------------------------------- ------------------ ------------------ --------------
</Table>

(1)  Based on 16.7MM common shares, 1.5 MM options with an average strike
     price of $9.19; net debt of $28MM as of 6/30/01

(2)  Fully diluted value net of option proceeds, based on 13.3MM TMO shares


                                                                             4
<Page>

AGENDA
===============================================================================

  o      Overview

  o      EQUITY MARKET OVERVIEW

  o      Valuation analysis

  o      Minority spin-in analysis

  o      Shareholder considerations


                                                                             5
<Page>

PUBLIC MARKET OVERVIEW
===============================================================================

$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>
                               Public market overview
<S>                                                            <C>
        Stock price(1)                                         $17.63

           52-week high                                        $72.25
           52-week low                                         $13.25

        Shares outstanding                                       16.7
        Options                                                   1.5
        Average strike price                                    $9.19
        Fully diluted shares                                     17.4

        Market capitalization                                    $307

           Net debt(2)                                             28
                                                           -----------

        Firm value                                               $335
</Table>


<Table>
<Caption>
                                                                              Transaction multiples
                                                                   2001E(3)                               2002E(3)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                                    <C>
Revenues                                                           $223                                     $245
EBITDA                                                               15                                       25
EBIT                                                                  1                                        8

FV/revenues                                                         1.5x                                     1.4x
FV/EBITDA                                                          22.8                                     13.2
FV/EBIT                                                              NM                                     39.9
P/E                                                                  NM                                     50.8
</Table>


(1) As of close 8/13/01
(2) As of 6/30/01
(3) Stand-alone case based on TMO management projections
Note: Totals may not sum due to rounding


                                                                             6
<Page>

ANALYSIS AT VARIOUS PRICES
===============================================================================
PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS EXCEPT PER SHARE PRICES


<Table>
<Caption>
                                  Current(1)                                      Range of prices
<S>                               <C>                   <C>                           <C>                           <C>
Price per share                      $17.63             $15.00                        $17.50                        $20.00

Equity value                           $307               $259                          $305                          $350
Firm value                              335                287                           333                           378
                                  ----------         ----------                    ----------                    ----------
Minority stake value                    $72                $59                           $71                           $84

IMPLIED MULTIPLES

FV/2001 sales                           1.5x               1.3x                          1.5x                          1.7x
FV/2002 sales                           1.4                1.2                           1.4                           1.5

FV/2001 EBITDA                         22.8x              19.5x                         22.6x                         25.7x
FV/2002 EBITDA                         13.2               11.3                          13.1                          14.9

FV/2001 EBIT                            NM                 NM                            NM                            NM
FV/2002 EBIT                           39.9               34.2                          39.6                          45.0

P/E 2001                                NM                 NM                            NM                            NM
P/E 2002                               50.8               43.3                          50.5                          57.7
</Table>

<Table>
<Caption>
 Key financials                                            Net debt(2)                                Shares outstanding
                                 2001E(3)     2002E(3)
                              ---------------------
<S>                              <C>          <C>         <C>                        <C>           <C>                      <C>
                                                          Total debt                 $37           Shares outstanding       16.7
Sales                              $223       $245        Cash                         9           Options                   1.5
EBITDA                               15         25                            -----------          Average strike          $9.19
EBIT                                  1          8        Net debt                   $28           Fully diluted shares     17.4
Cash net income                       1          6
Cash EPS                          $0.08      $0.35
</Table>

(1)   Price as of 8/13/01
(2)   Net Debt as of 6/30/01
(3)   Stand-alone case based on TMO management projections


                                                                             7
<Page>


RELATIVE SHARE PRICE PERFORMANCE
===============================================================================
INDEXED TO SPLI SHARE PRICE

[Line Chart]

<Table>
<Caption>
                                      Optical      Industrial
% return                    SPLI      peers(1)    laser peers(2)   NASDAQ
- -------------------- ------------  -----------    -------------   ----------
<S>                        <C>        <C>         <C>              <C>
LTM                        (75%)       (77%)           (75%)        (48%)
Last 3 months               (3%)       (50%)           (38%)         (8%)
Last 6 months              (35%)       (72%)           (56%)        (21%)
- -------------------- ------------ ----------- --------------- ------------
</Table>



(1)   Optical peers include: Avanex, Bookham, Corning, Finisar, JDS Uniphase,
      Luminent, New Focus, OCP and Oplink
(2)   Industrial laser fees include: Coherent, GSI Lumonics and Newport


                                                                             8
<Page>

RECENT SHARE PRICE PERFORMANCE
===============================================================================

APRIL 2001 - PRESENT


[CHART]


Source:IDD


                                                                               9
<Page>


COMPARABLE SHARE PERFORMANCE
===============================================================================


<TABLE>
<CAPTION>

                                                                    Relative returns(1)

                                     1 month           3 month          6 month           1 year            2 year        Since IPO
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>              <C>              <C>                <C>             <C>
- ------------------------------------------------------------------------------------------------------------------------------------
SPLI                                   (25%)              (3%)            (35%)            (75%)              119%              44%
- ------------------------------------------------------------------------------------------------------------------------------------

EMERGING OPTICAL COMPONENTS

Alliance Fiber Optic Products          (41%)             (65%)            (75%)               NM                NM            (76%)
Avanex Corp.                              4%             (54%)            (80%)            (94%)                NM            (96%)
Bookham Technology PLC                    9%             (51%)            (81%)            (96%)                NM            (95%)
Luminent Inc.                          (19%)             (44%)            (71%)               NM                NM            (78%)
New Focus Inc.                         (22%)             (66%)            (87%)            (96%)                NM            (90%)
Oplink Communications Inc.             (39%)             (65%)            (84%)               NM                NM            (94%)
Optical Communication Prods.           (30%)             (45%)            (51%)               NM                NM            (63%)
Stratos Lightwave Inc.                 (37%)             (42%)            (48%)            (84%)                NM            (84%)
MEDIAN                                 (26%)             (53%)            (78%)            (95%)                NM            (87%)

ESTABLISHED OPTICAL COMPONENTS

Alcatel Optronics                       (5%)             (66%)            (82%)               NM                NM            (88%)
Corning Inc.                             15%             (29%)            (61%)            (82%)             (26%)               NM
Finisar Corp.                          (27%)             (53%)            (56%)            (63%)                NM            (66%)
JDS Uniphase                           (19%)             (59%)            (78%)            (93%)             (59%)               NM
MEDIAN                                 (12%)             (56%)            (70%)            (82%)             (42%)            (77%)

INDUSTRIAL LASER

Coherent Inc.                             0%              (8%)            (20%)            (47%)               89%               NM
GSI Lumonics Inc.                         0%             (13%)            (25%)            (63%)               91%              57%
Newport Corp.                           (9%)             (50%)            (67%)            (81%)              363%               NM
MEDIAN                                    0%             (13%)            (25%)            (63%)               91%              57%

- ------------------------------------------------------------------------------------------------------------------------------------
MEDIAN                                 (19%)             (51%)            (71%)            (83%)               89%            (84%)
- ------------------------------------------------------------------------------------------------------------------------------------

</Table>

(1) As of close 6/10/01


                                                                              10
<Page>

PREMIA ANALYSIS AT VARIOUS ILLUSTRATIVE PRICES
===============================================================================

PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY

<Table>
<Caption>

                                                                       Illustrative purchase prices
                        -----------------------------------------------------------------------------------------------------------
                           SPLI prices                          $15.00                        $17.50                        $20.00
                        -----------------------------------------------------------------------------------------------------------
<S>                             <C>                             <C>                           <C>                           <C>
1-day prior(1)                  $18.00                           (17%)                          (3%)                           11%

1-week prior                    $18.46                           (19%)                          (5%)                            8%

1-month prior                   $24.09                           (38%)                         (27%)                         (17%)

3-months prior                  $20.90                           (28%)                         (16%)                          (4%)
                        -----------------

</Table>

(1) Source: IDD
Note: As of close 8/13/01


                                                                              11
<Page>

HISTORICAL SHARES TRADED ANALYSIS
===============================================================================

SHARES TRADED PERFORMANCE

ONE-YEAR

<Table>
<S>                      <C>
Avg. daily vol.          20.8Ths
Total shares traded        5.3MM
% of total(1)                16%
% of float(2)                78%

</Table>




[CHART]

<Table>
<S>               <C>      <C>      <C>     <C>      <C>      <C>
Price range       $5-21    $21-37   $37-53  $53-69   $69-85   $85-101
Volume in
range (MM)        1.4      1.7      0.9     0.8      0.3      0.0
Cumulative
shares traded     27.5%    59.7%    77.7%   93.9%    100.0%   100.0%

</Table>

Three-year

<Table>
<S>                      <C>
Avg. daily vol.          41.4Ths
Total shares traded       31.4MM
% of total(1)                94%
% of float(2)               467%

</Table>

[CHART]

<Table>
<S>               <C>      <C>      <C>     <C>      <C>      <C>
Price range       $5-21    $21-37   $37-53  $53-69   $69-85   $85-101
Volume in
range (MM)        8.7      5.4      8.6     2.7      3.0      3.1
Cumulative
shares traded     27.6%    44.7%    71.9%   80.6%    90.2%    100.0%

</Table>

(1) Based on 16.7 million common shares outstanding
(2) Based on 16.7 million common shares outstanding less 13.3 million Thermo
    Electron shares held
Note: As of 8/10/01
Source: Financial Database Services


                                                                              12
<Page>

VOLUME TRADING ANALYSIS
===============================================================================

LIQUIDITY HAS DECREASED AS SHARE PRICE HAS TRENDED TO CURRENT TRADING LEVEL


DAILY AVERAGE TRADING VOLUME ('000)

<Table>
<S>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>
High     $12.00   $10.88   $12.88   $28.00  $94.88   $72.88   $100.00  $57.00   $41.25  $24.30   $25.00

Low      $7.00    $6.69    $7.63    $8.31   $31.38   $36.00   $46.69   $19.81   $15.00  $13.25   $17.63

</Table>



[CHART]




Source: Bloomberg


                                                                              13
<Page>


AGENDA
==============================================================================

  o      Overview
  o      Equity market overview
  o      VALUATION ANALYSIS
  o      Minority spin-in analysis
  o      Shareholder considerations


                                                                              14

<Page>

SUMMARY VALUATION
================================================================================
PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY


SUMMARY VALUATION
$ per share




                                     Current price
                                     8/13/01
                                     $17.63

Discounted cash flow                 [CHART]
- -   Stand-alone case
- -   Spin-in case


Trading multiples


52-week range



                                                                              15

<Page>


SUMMARY FINANCIALS - STAND-ALONE CASE
================================================================================
$ MILLIONS

<Table>
<Caption>

SUMMARY FINANCIALS                  2001E       2002E             2003E              2004E             2005E              2006E
<S>                                 <C>         <C>               <C>                <C>               <C>                <C>
REVENUE
   Base                              $207        $228              $251               $276              $303               $333
     % GROWTH                                     10%               10%                10%               10%                10%
   Telecom                             16          18                19                 21                23                 26
     % GROWTH                                     10%               10%                10%               10%                10%
   Consolidated                      $223        $245              $270               $297              $327               $359
     % GROWTH                                     10%               10%                10%               10%                10%

EBIT
   Consolidated                        $1          $8               $16                $23               $29                $35
     % MARGIN                          0%          4%                6%                 8%                9%                10%

EBITDA
   Consolidated                       $15         $25               $33                $41               $48                $55
     % MARGIN                          7%         10%               12%                14%               15%                15%

</Table>

Note: Based on TMO management projections


                                                                              16
<Page>


DISCOUNTED CASH FLOW VALUATION SUMMARY -
STAND-ALONE CASE
================================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>
                                                                                                                      CAGR/
DISCOUNTED CASH FLOW VALUATION                        2002E        2003E        2004E       2005E        2006E        AVERAGE
<S>                                                   <C>          <C>          <C>         <C>          <C>          <C>
Sales                                                  $245         $270         $297        $327         $359         10%
    % GROWTH                                            10%          10%          10%         10%          10%         10%

EBITDA                                                   25           33           41          48           55         21%
   % MARGIN                                             10%          12%          14%         15%          15%         13%

EBIT                                                      8           16           23          29           35         43%
   % MARGIN                                              3%           6%           8%          9%          10%          7%

EBIAT                                                     4            9           13          16           20         47%
+ Depreciation and amortization                          17           18           18          19           20
- - Increase in NWI                                         9           10           11          12           13
- - Capital expenditures                                   12           14           15          17           18
                                            ------------------------------------------------------------------------
FCF                                                      $1           $3           $6          $8          $10

</Table>


                    FIRM VALUE

<Table>
<Caption>
   DISCOUNT          EBITDA MULTIPLE
     RATE
                   7.5x      8.0x       8.5x
<S>                <C>       <C>        <C>
              -------------------------------
        10.0%      $275      $292       $309
        11.0%       263       280        296
        12.0%       252       268        283

</Table>

                 EQUITY VALUE(1)

<Table>
<Caption>

   DISCOUNT          EBITDA MULTIPLE
     RATE
                   7.5x      8.0x       8.5x
<S>                <C>       <C>        <C>
              -------------------------------
        10.0%    $14.35    $15.29     $16.23
        11.0%     13.70     14.59      15.49
        12.0%     13.08     13.94      14.79

</Table>

(1) Assumes net debt of $28 million as of 6/30/01; 16.7MM common shares,
    1.5MM options with an average strike price of $9.19
Note:  Based on TMO management projections; valuation as of January 1, 2002


                                                                              17
<Page>

SENSITIVITY ANALYSIS - STAND-ALONE CASE

DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY

FIRM VALUE ($ MILLIONS)

<Table>
<Caption>

            SALES GROWTH                                  AVERAGE EBITDA MARGIN FOR THE PERIOD 2002 - 2006
- ------------------- -----------------   -------------------------------------------------------------------------------------
         5-YR AVG.              CAGR          10%      11%            12%            13%            14%    15%            16%
- ------------------- -----------------   --------- -------- ------------------ ---------- -------------- ------ --------------
<S>                              <C>         <C>      <C>            <C>       <C>                 <C>    <C>            <C>
              $273                8%         $190     $211           $233           $254           $275   $297           $318
                                                                               ----------
               300               10%          208      232            256            280            304    328            351
                                                                               ----------
               328               12%          228      254            281            308            335    361            388

</Table>

EQUITY VALUE ($ PER SHARE)


<Table>
<Caption>

            SALES GROWTH                                AVERAGE EBITDA MARGIN FOR THE PERIOD 2002-2006
- ------------------- -----------------   -------------------------------------------------------------------------------------------
        5-YR. AVG.              CAGR        10%      11%           12%             13%           14%            15%            16%
- ------------------- -----------------   -------- -------- ----------------- ----------- ------------- -------------- --------------
<S>                              <C>      <C>     <C>           <C>         <C>               <C>            <C>            <C>
              $273                8%      $9.67   $10.84        $12.01          $13.18        $14.36         $15.53         $16.70
                                                                            -----------
               300               10%      10.65    11.97         13.28           14.59         15.91          17.22          18.54
                                                                            -----------
               328               12%      11.73    13.20         14.67           16.14         17.61          19.08          20.55

</Table>



Note: Based on TMO  management  projections;  discount  rate of 11% and terminal
      EBITDA  multiple of 8.0x,  net debt of $28  million as of 6/30/01;  16.7MM
      common shares, 1.5MM options with an average strike price of $9.19


                                                                              18
<Page>

SUMMARY FINANCIALS - SPIN-IN CASE
================================================================================

$ MILLIONS

<Table>
<Caption>

SUMMARY FINANCIALS                2001E              2002E             2003E              2004E         2005E              2006E
<S>                               <C>                <C>               <C>                <C>           <C>                <C>
Revenue
   Base                            $207               $228              $251               $276          $303               $333
     % GROWTH                                          10%               10%                10%           10%                10%
   Telecom                           16                 18                19                 21            23                 26
     % GROWTH                                          10%               10%                10%           10%                10%
   Consolidated                    $223               $245              $270               $297          $327               $359
     % GROWTH                                          10%               10%                10%           10%                10%

EBIT
   Consolidated                      $1                $15               $23                $31           $37                $44
     % MARGIN                        0%                 7%                9%                11%           12%                13%

EBITDA
   Consolidated                     $15                $32               $41                $49           $56                $64
     % MARGIN                        7%                13%               15%                16%           17%                18%

</Table>

Note: Based on TMO management projections


                                                                              19

<Page>

DISCOUNTED CASH FLOW VALUATION SUMMARY -
SPIN-IN CASE
================================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>
                                                                                                                            CAGR/
Discounted cash flow valuation             2002E     2003E            2004E             2005E            2006E            average
<S>                                        <C>       <C>              <C>               <C>              <C>              <C>
Sales                                       $245      $270             $297              $327             $359               10%
    % GROWTH                                 10%       10%              10%               10%              10%               10%

EBITDA                                        32        41               49                56               64               18%
   % MARGIN                                  13%       15%              16%               17%              18%               16%

EBIT                                          15        23               31                37               44               30%
   % MARGIN                                   6%        9%              10%               11%              12%               10%

EBIAT                                          8        13               18                21               26               32%
+ Depreciation and amortization               17        18               18                19               20
- - Increase in NWI                              2         1               10                11               12
- - Capital expenditures                        12        14               15                17               18

                                           --------------------------------------------------------------------
FCF                                          $11       $17              $11               $13              $16

</Table>


<Table>
<Caption>

- ----------------------------------------------
Firm value
- ----------------------------------------------

   Discount          EBITDA multiple
     rate
                   7.5x      8.0x       8.5x
              -------------------------------
<S>                <C>       <C>        <C>
        10.0%      $351      $371       $391
        11.0%       337       356        375
        12.0%       323       341        359

</Table>

<Table>
<Caption>

- ----------------------------------------------
Equity value(1)
- ----------------------------------------------

   Discount          EBITDA multiple
     rate
                   7.5x      8.0x       8.5x
              -------------------------------
<S>              <C>       <C>        <C>
        10.0%    $18.52    $19.61     $20.70
        11.0%     17.74     18.78      19.82
        12.0%     16.99     17.99      18.98

</Table>


(1) Assumes net debt of $28 million as of 6/30/01; 16.7MM common shares, 1.5MM
    options with an average  strike  price of $9.19
Note:  Based on TMO management projections; valuation as of January 1, 2002



                                                                              20
<Page>

IMPLIED VALUE TO THERMO ELECTRON
================================================================================

DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>

                                                   Stand-alone case                                                    Spin-in case
<S>                                                     <C>               <C>                                                <C>
Illustrative share price of SPLI(1)                     $14.59            Illustrative equity value of total SPLI(1)         $342

Thermo Electron shares owned                             13.3                        Minority stake purchase cost(2)         ($84)

Value of stake                                           $195                                       Value of stake           $258

                                                                 Value delta

                                                                     $64
</Table>

(1) Based on TMO management projections;  discount rate of 11% and terminal
    EBITDA multiple of 8.0x; net debt of $28 million as of 6/30/01; 16.7MM
    common shares, 1.5MM options with an average strike price of $9.19
(2) Based on SPLI share price of $20.00
Note: Totals may not sum due to rounding


                                                                              21
<Page>

INDUSTRY LASER TRADING COMPARABLES
================================================================================

$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>

                                                                                     Firm vlue
                                                                   -----------------------------------------
                                                                        Revenue                EBITDA                 P/E
                                                                   ----------------------------------------- ---------------------
                                     % 52-wek      Market    Firm
COMPANY                 Price(1)         high      value     value  2001E      2002E      2001E      2002E      2001E      2002E
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>           <C>       <C>    <C>        <C>        <C>        <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------------------------------------------

Spectra-Physics         $17.63            24%       $307      $335   1.5x       1.4x      22.8x      13.2x       NM        50.8x
- ----------------------------------------------------------------------------------------------------------------------------------


Coherent Inc.(2)        $35.85            44%     $1,046      $871   1.8x       1.6x      13.2x      11.9x       29.6x     28.7x

GSI Lumonics             $8.42            29%        344       248   0.9         0.9       9.1x      14.2x       27.2      NM

Newport Corp            $21.80            11%        841       584   1.7         1.6       9.2        8.4        20.2      19.5


- ------------------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                               1.7x        1.6x      9.2x      11.9x       27.2x     28.7x
- ------------------------------------------------------------------------------------------------------------------------------------

</Table>

(1) As of close 8/13/01
(2) Pro forma for public equity holdings and disposal of Medical segment
Notes: SPLI stand-alone projections based on TMO management projections; all
       others based on company filings, equity research and IBES estimates


                                                                              22
<Page>

TRADING MULTIPLE ANALYSIS
===============================================================================

DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>

                                                         2001E                                    2002E
<S>                                            <C>       <C>          <C>                    <C>         <C>
SPLI revenue                                             $223                                            $245
Selected multiple range                          1.25x                  1.75x                   1.0x                    1.5x
Equity value per share(1)                       $14.54                 $20.67                 $12.70                  $19.45

SPLI EBITDA -- Stand-alone                               $15                                             $25
Selected multiple range                           9.0x                  11.0x                   8.0x                   10.0x
Equity value per share(1)                        $6.25                  $8.01                 $10.39                  $13.18

SPLI EBITDA -- Spin-in                                                                                   $32
Selected multiple range                                                                         8.0x                   10.0x
Equity value per share                                                                        $13.47                  $17.03

SPLI EPS -- Stand-alone                                                                                 $0.35
Selected multiple range                                 NM                                     20.0x                    26.0x
Equity value per share                                                                         $7.00                    $9.02

SPLI EPS -- Spin-in                                                                                     $0.59
Selected multiple range                                                                        20.0x                    26.0x
Equity value per share                                                                        $11.80                   $15.29

</Table>

(1) Assumes net debt of $28 million; 16.7MM common shares, 1.5MM options with
    an average strike price of $9.19


                                                                              23
<Page>

IMPLIED VALUATION - COHERENT
===============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>
                                            Stand-alone case                                       Spin-in case
<S>                     <C>                           <C>                                 <C>
                               2001E                               2002E                              2002E
SPLI revenue                    $223                                $245                                $245
Coherent FV/revenue             1.8x                                1.6x                                1.6x
Implied firm value              $412                                $393                                $393
Implied equity value            $398                                $379                                $379
                        --------------------------    --------------------------------    -------------------------------
EQUITY VALUE PER SHARE        $21.88                              $20.84                              $20.84
                        --------------------------    --------------------------------    -------------------------------
SPLI EBITDA                      $15                                 $25                                 $32
Coherent FV/EBITDA             13.2x                               11.9x                               11.9x
Implied firm value              $193                                $302                                $385
Implied equity value            $179                                $288                                $371
                        --------------------------    --------------------------------    -------------------------------
EQUITY VALUE PER SHARE         $9.86                              $15.81                              $20.38
                        --------------------------    --------------------------------    -------------------------------
SPLI EPS                                                           $0.35                               $0.59
Coherent P/E                                                       28.7x                               28.7x
                        --------------------------    --------------------------------    -------------------------------
EQUITY VALUE PER SHARE            NM                               $9.95                              $16.86
                        --------------------------    --------------------------------    -------------------------------
</Table>

Note: Based on $28MM of net debt, 16.7MM common shares and 1.5MM options with
      an average strike price of $9.19; numbers may not total due to rounding

                                                                             24
<Page>

ILLUSTRATIVE PRO-FORMA ANALYSIS
===============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

2002 accretion/(dilution) to TMO

<Table>
<Caption>
                                             Stand-alone case
  SPLI                                        Purchase price
    EPS                        $15.00             $17.50             $20.00
                         ---------------------------------------------------------
<S>            <C>            <C>               <C>                 <C>
                   $0.25         (1.0%)             (1.2%)             (1.4%)

                   $0.35         (0.2%)             (0.4%)             (0.5%)

                   $0.45           0.7%               0.5%               0.4%

Equity value                       $259               $305               $350
Minority purchase cost               59                 71                 84
</Table>

<Table>
<Caption>
                                              Spin-off case
                                              Purchase price
                               $15.00             $17.50             $20.00
                         ---------------------------------------------------------
<S>            <C>            <C>               <C>                 <C>
                   $0.50          1.2%               1.0%               0.8%

                   $0.59          1.9%               1.7%               1.6%

                   $0.70          2.9%               2.7%               2.5%

                                  $259               $305               $350
                                    59                 71                 84
</Table>

Note: Assumes  TMO cash net  income  of  $200MM in 2002,  SPLI  stand-alone  and
      spin-off  cash EPS of $0.35  and  $0.59 in 2002  respectively  and  17.4MM
      (treasury  method)  shares in 2002;  assumes 40% tax rate and 5% financing
      rate;  SPLI estimates based on TMO management  projections,  TMO estimates
      based on JPMorgan equity research, assumes 100% cash transaction valued as
      of January 1, 2002

                                                                             25
<Page>

IMPACT OF LITIGATION RISK
===============================================================================
o  On June 19, 2000,  Rockwell  filed  complaint  for patent  infringement

o  Rockwell has not sought injunctive relief since patent has already expired

o  Trial date set for February 5, 2002


                                                                             26
<Page>

AGENDA
===============================================================================

o      Overview
o      Equity market overview
o      Valuation analysis
o      MINORITY SPIN-IN ANALYSIS
o      Shareholder considerations

                                                                             27
<Page>


PREMIUMS PAID IN PRECEDENT SQUEEZE-OUT TRANSACTIONS
===============================================================================
1988 - present

Premiums paid; medians
% over stock price one week prior to announcement

[CHART]

(1) Data for 1993 not shown - only one  transaction  was executed at a discount
    of 20%
Note: Selected transactions in sample include 150 minority squeeze-out
      transactions (owner of 50% or more of a U.S. public company acquires the
      remaining shares for total consideration of $50 million or more); January
      1988, March 2001
Source: SDC and JPMorgan research


                                                                             28
<Page>

PREMIA ANALYSIS BY SIZE AND FLOAT
===============================================================================
Premia(1) paid in minority buy-outs since 1988

[CHART]

Buy-outs by size

Premia paid (%)

Buy-outs by float

Premia paid (%)

(1) Premia based on stock price one week prior to announcement
Source: J.P. Morgan M&A Analysis Group, SDC

                                                                             29
<Page>

AGENDA
===============================================================================

- -      Overview
- -      Equity market overview
- -      Valuation analysis
- -      Minority spin-in analysis
- -      SHAREHOLDER CONSIDERATIONS

                                                                             30
<Page>

SHAREHOLDER PROFILE
===============================================================================
Top 10 institutional investors in SPLI

<Table>
<Caption>
Institution                                        Style                               Share pos                % of shares out
- -------------------------------------------------- ------------------------- ------------------------- -------------------------
<S>                                                <C>                       <C>                       <C>
Taylor Richard K                                   NM                                  1,100,000                            6.6
Kern Capital Management LLC                        Growth                                683,700                            4.1
Merrill Lynch & Company Inc.                       Specialty                             500,949                            3.0
Dimensional Fund Advisors Inc.                     Index                                 211,300                            1.3
Pilgrim Baxter & Associates                        Momentum                              205,100                            1.2
U.S. Trust Corporation                             Core Value                            116,587                            0.7
Vanguard Group, Inc.                               Index                                  81,511                            0.5
Barclays Global Investors                          Index                                  76,589                            0.5
John G. Ullman & Associates Inc.                   Core Value                             46,564                            0.3
Charles Schwab Investment Management               Index                                  42,200                            0.3
Total                                                                                  3,064,500                           18.4
</Table>


Source: Carson Group as of 3/31/01

                                                                             31

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.(C)(3)
<SEQUENCE>14
<FILENAME>a2066102zex-12_c3.txt
<DESCRIPTION>EXHIBIT 12(C)(3)
<TEXT>
<Page>

November 6, 2001



- --------------------------------------------------------------------------------


THERMO
ELECTRON CORPORATION



Discussion on   [SPECTRA LOGO] Spectra-Physics



<Page>


This presentation was prepared exclusively for the benefit and internal use of
Thermo Electron Corporation in order to indicate, on a preliminary basis, the
feasibility of a possible transaction or transactions and does not carry any
right of publication or disclosure to any other party. This presentation is
incomplete without reference to, and should be viewed solely in conjunction
with, the oral briefing provided by JPMorgan. Neither this presentation nor any
of its contents may be used for any other purpose without the prior written
consent of JPMorgan.

The information in this presentation is based upon management forecasts and
reflects prevailing conditions and our views as of this date, all of which are
accordingly subject to change. In preparing this presentation, we have relied
upon and assumed, without independent verification, the accuracy and
completeness of all information available from public sources or which was
provided to us by or on behalf of Thermo Electron Corporation or which was
otherwise reviewed by us. In addition, our analyses are not and do not purport
to be appraisals of the assets, stock, or business of Thermo Electron
Corporation.

JPMorgan is a marketing name for investment banking businesses of JPMorgan
Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan
arranging, financial advisory and other investment banking activities are
performed by JPMorgan Securities Inc., the JPMorgan division of Chase
Securities Inc. and their securities affiliates, and lending, derivatives and
other commercial banking activities are performed by Morgan Guaranty Trust
Company of New York, The Chase Manhattan Bank and their banking affiliates.
JPMorgan deal team members may be employees of any of the foregoing entities.

<Page>

RECENT EVENTS
===============================================================================

<Table>
<S>                 <C>
- -------------------
      8/21/01       Thermo Electron announces that it plans to take its
                    Spectra-Physics subsidiary private at a cash price of
                    $20/share. It expects to initiate a cash offer by the end
                    of September
- -------------------

- -------------------
      9/11/01       World Trade Center and Pentagon terrorist attacks
- -------------------

- -------------------
      9/26/01       Thermo Electron announces that it is delaying the
                    commencement of its cash tender offer for shares of its
                    subsidiary Spectra-Physics in order to analyze the impact on
                    Spectra-Physics due to the worsening economic conditions
                    associated with the recent terrorist attacks
- -------------------

- -------------------
     10/31/01       JPMorgan internal Fairness Committee meeting
- -------------------

- -------------------
     11/06/01       Thermo Electron Executive Committee of the Board of
                    Directors meeting
- -------------------
</Table>

                                                                           1

<Page>

SUMMARY OF ILLUSTRATIVE TRANSACTION
===============================================================================

PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY

$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<S>                                                    <C>
Acquirer                                               Thermo Electron Corporation

Target                                                 Spectra-Physics

Consideration                                          Cash

Minority stake purchased                               20.2% basic
                                                       26.8% fully diluted
</Table>

<Table>
<Caption>
                                                                       ILLUSTRATIVE PURCHASE PRICES
PURCHASE PRICE (PER SHARE)                            $14.00                      $16.00                      $18.00
- -----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                          <C>                          <C>
Implied transaction value(1)                            $274                        $310                        $346

Implied equity value(1)                                  241                         278                         314

Equity value of minority stake(2)                         54                          64                          74
</Table>

(1) Based on 16.7MM common  shares,  1.5 MM options with an average strike price
    of $9.19;  net debt of $32MM as of 9/30/01
(2) Fully diluted value net of option proceeds, based on 13.3MM TMO shares
Note: SPLI stand-alone case estimates based on TMO management projections

                                                                           2

<Page>

ANALYSIS AT VARIOUS PRICES
===============================================================================

PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE PRICES

<Table>
<Caption>
                               Current(1)                                               Range of prices
<S>                            <C>                          <C>                       <C>                       <C>
Price per share                   $17.11                        $14.00                        $16.00                        $18.00

Equity value                        $298                          $241                          $278                          $314
Firm value                           330                           274                           310                           346
                               ----------                    ----------                    ----------                    ----------
Minority stake value                 $70                           $54                           $64                           $74

IMPLIED MULTIPLES

FV/2001 sales                        1.5x                          1.3x                          1.4x                          1.6x
FV/2002 sales                        1.5                           1.3                           1.4                           1.6

FV/2001 EBITDA                      30.9x                         25.6x                         29.0x                         32.4x
FV/2002 EBITDA                      15.9                          13.2                          15.0                          16.7

FV/2001 EBIT                         NM                            NM                            NM                            NM
FV/2002 EBIT                        67.1                          55.6                          63.0                          70.4

P/E 2001                             NM                            NM                            NM                            NM
P/E 2002                           108.2                          88.5                         101.1                         113.8
</Table>

<Table>
<Caption>
Key financials                                              Net debt(2)                         Shares outstanding
<S>                           <C>           <C>             <C>                                 <C>
                                 2001E(3)   2002E(3)        Total debt                 $40      Shares outstanding        16.7
                              ---------------------         Cash                         7      Options                    1.5
Sales                              $214       $214                               ----------     Average strike           $9.19
EBITDA                               11         21          Net debt                   $32      Fully diluted shares      17.4
EBIT                                (2)          5
Cash net income                     (1)          3
Cash EPS                        ($0.08)      $0.16
</Table>

(1) Price as of 10/29/01
(2) Net debt as of 9/30/01
(3) Stand-alone case based on TMO management projections

                                                                           3

<Page>

RELATIVE SHARE PRICE PERFORMANCE
===============================================================================

INDEXED TO SPLI SHARE PRICE

<Table>
<Caption>
                                      Optical      Industrial
% return                    SPLI      peers(1)    laser peers2    NASDAQ
- -------------------- ------------ ----------- --------------- ------------
<S>                  <C>          <C>         <C>             <C>
LTM                        (50%)       (84%)           (71%)        (47%)
Last 3 months              (12%)       (44%)           (20%)        (16%)
Last 6 months               (8%)       (64%)           (45%)        (20%)
- -------------------- ------------ ----------- --------------- ------------
</Table>

                                [LINE GRAPH]


(1) Optical peers include: Avanex, Bookham, Corning, Finisar, JDS Uniphase,
    Luminent, New Focus, OCPI and Oplink
(2) Industrial laser pees include: Coherent, GSI Lumonics and Newport

                                                                           4

<Page>

RECENT SHARE PRICE PERFORMANCE
===============================================================================

AUGUST 2001 - PRESENT

- -------------------------------
CUMULATIVE VOL. (THS)
- -------------------------------
<Table>
<Caption>
DATE       SHARES       % FLOAT
- -------------------------------
<S>        <C>          <C>
8/21       2,424         72%
9/11       1,124         33%
9/26         550         16%
- -------------------------------
</Table>


                            [BAR GRAPH]

Source: IDD


                                                                           5

<Page>

PREMIA ANALYSIS AT VARIOUS ILLUSTRATIVE PRICES
===============================================================================

PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY

<Table>
<Caption>
                                                                             Illustrative purchase prices
                                -------------------------------------------------------------------------------------------
                                                SPLI prices           $14.00              $16.00          $18.00
                                ---------------------------------------------------------------------------------
<S>                             <C>                               <C>               <C>                <C>
1-day prior to offer                                 $13.69               2%                 17%             31%

Current                                              $17.11            (18%)                (6%)              5%

1-week prior                                         $17.34            (19%)                (8%)              4%

9/10/01                                              $20.70            (32%)               (23%)           (13%)
                                ------------------------------
</Table>

Note: As of close 10/29/01
Source: IDD

                                                                           6
<Page>


HISTORICAL SHARES TRADED ANALYSIS
===============================================================================

SHARES TRADED PERFORMANCE

<Table>
<Caption>
<S>                <C>                      <C>               <C>             <C>                     <C>
                   --------------------------------                           --------------------------------
SINCE 8/20/01      Avg. daily vol.          53.1Ths           ONE-YEAR        Avg. daily vol.          24.2Ths
                   Total shares traded        2.4MM                           Total shares traded        6.0MM
                   % of total(1)                15%                           % of total(1)                36%
                   % of float(2)                72%                           % of float(2)               178%
                   --------------------------------                           --------------------------------
</Table>


                                 [BAR GRAPHS]


Price range
Volume in range (MM)
Cumulative shares traded

(1) Based on 16.7 million common shares outstanding
(2) Based on 16.7 million common shares outstanding less 13.3 million Thermo
    Electron shares held
Note: As of 10/29/01
Source: Financial Database Services

                                                                           7
<Page>


SUMMARY VALUATION
===============================================================================

PRICES DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY

<Table>
<Caption>
SUMMARY VALUATION                -----------------          ----------------
$ PER SHARE                      REVISED VALUATION          AUGUST VALUATION
                                 -----------------          ----------------
<S>                              <C>                        <C>
                                      Price                      Price
                                     10/29/01                    8/13/01
                                      $17.11                     $17.63
                                 -----------------          ----------------
</Table>

                                    [CHART]

                                                                           8

<Page>

SPLI 2001 FORECAST REVISIONS
===============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
STAND-ALONE CASE; $ MILLIONS

<Table>
<Caption>

                                          3 + 9 forecast    6 + 6 forecast  9 + 3 forecast
                         2001 OP           (April 2001)       (July 2001)    (October 2001)                  Actual       Actual
                     (November 2000)        Cumulative         Cumulative      Cumulative                  Cumulative   Cumulative
                       Projection            %(DELTA)           %(DELTA)        %(DELTA)       Actual       $(DELTA)     %(DELTA)
                     ---------------      --------------    --------------  ---------------   ---------    -----------  ----------
<S>                  <C>                  <C>               <C>             <C>               <C>          <C>          <C>
Bookings
Q1                             $52                  -                  -                -          $58            $7           13%
Q2                              64               (6%)                  -                -           55           (9)         (14%)
Q3                              70                 0%              (23%)                -           48          (21)         (31%)
Q4                              74                14%               (6%)            (24%)            -             -             -
                 -----------------------------------------------------------------------------------------------------------------
2001                          $260                 5%               (9%)            (16%)            -             -             -

Revenues
Q1                             $55                  -                  -                -          $55          ($1)          (1%)
Q2                              64              (14%)                  -                -           55          (10)         (15%)
Q3                              70              (10%)              (24%)                -           49          (20)         (29%)
Q4                              74               (3%)              (10%)            (24%)            -             -             -
                 -----------------------------------------------------------------------------------------------------------------
2001                          $263               (7%)              (13%)            (18%)            -             -             -

EBITA
Q1                              $0                  -                  -                -           $1            $1          350%
Q2                               3             (104%)                  -                -            1           (2)         (75%)
Q3                               6              (20%)             (127%)                -          (3)           (9)        (162%)
Q4                               8                 2%              (30%)           (101%)            -             -             -
                 -----------------------------------------------------------------------------------------------------------------
2001                           $17              (18%)              (65%)           (111%)            -             -             -

</Table>

Note: All changes are cumulative from November 2001 operating plan
      projections; SPLI stand-alone case estimates based on TMO management
      projections

                                                                           9

<Page>


SPLI ASSUMPTIONS - REVISED STAND-ALONE CASE
===============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

<Table>
<Caption>

Current forecast          2001E           2002E            2003E           2004E           2005E           2006E
                      --------------- --------------- ---------------- --------------- --------------- ---------------
<S>                   <C>             <C>             <C>              <C>             <C>             <C>
Revenues
   Base                     $206            $206             $231            $258            $289            $324
   % growth                  14%              0%              12%             12%             12%             12%
   Telecom                     8               8               16              22              31              44
   % growth                  48%              0%             100%             40%             40%             40%
                      --------------- --------------- ---------------- --------------- --------------- ---------------
   Total                    $214            $214             $247            $281            $321            $368
   % growth                14.9%            0.0%            15.3%           13.8%           14.2%           14.7%

EBIT
   Consolidated             ($2)              $5              $13             $22             $28             $33
   % margin               (0.9%)            2.3%             5.4%            8.0%            8.6%            9.0%

EBITA
   Consolidated             ($1)              $6              $14             $23             $28             $34
   % margin               (0.6%)            2.6%             5.7%            8.2%            8.8%            9.2%

EBITDA
   Consolidated              $11             $21              $30             $40             $46             $52
   % margin                 5.0%            9.7%            12.1%           14.1%           14.2%           14.1%

</Table>

Note: SPLI estimates based on TMO management projections


                                                                           10

<Page>


SPLI ASSUMPTIONS - AUGUST STAND-ALONE CASE
===============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

<Table>
<Caption>

August forecast                   2001E           2002E            2003E           2004E           2005E           2006E
                               -------------- --------------- ---------------- --------------- --------------- ---------------
<S>                            <C>            <C>             <C>              <C>             <C>             <C>
Revenues
   Base                             $207            $228             $251            $276            $303            $333
   % growth                          14%             10%              10%             10%             10%             10%
   Telecom                            16              18               19              21              23              26
   % growth                         196%             10%              10%             10%             10%             10%
                               -------------- --------------- ---------------- --------------- --------------- ---------------
   Total                            $223            $245             $270            $297            $327            $359
   % growth                        19.8%           10.0%            10.0%           10.0%           10.0%           10.0%

EBIT
   Consolidated                       $1              $8              $16             $23             $29             $35
   % margin                         0.3%            3.4%             5.8%            7.6%            8.7%            9.7%

EBITA
   Consolidated                       $3             $10              $18             $25             $30             $37
   % margin                         1.1%            4.2%             6.5%            8.3%            9.3%           10.3%

EBITDA
   Consolidated                      $15             $25              $33             $41             $48             $55
   % margin                         6.6%           10.4%            12.4%           13.8%           14.6%           15.3%

</Table>

Note: SPLI estimates based on TMO management projections


                                                                           11

<Page>

STAND-ALONE CASE COMPARISON
===============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

<Table>
<Caption>

                                        2001E           2002E            2003E           2004E           2005E           2006E
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
<S>                                 <C>             <C>             <C>              <C>             <C>             <C>
Revenues
   Base - current                         $206            $206             $231            $258            $289            $324
   Base - August                           207             228              251             276             303             333
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
   Delta                                  ($1)           ($22)            ($20)           ($18)           ($14)            ($9)

   Telecom - current                        $8              $8              $16             $22             $31             $44
   Telecom - August                         16              18               19              21              23              26
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
   Delta                                  ($8)           ($10)             ($3)              $1              $8             $18

EBIT
   Consolidated - current                 ($2)              $5              $13             $22             $28             $33
   Consolidated - August                     1               8               16              23              29              35
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
   Delta                                  ($3)            ($3)             ($3)            ($1)            ($1)            ($2)

EBITA
   Consolidated - current                 ($1)              $6              $14             $23             $28             $34
   Consolidated - August                     3              10               18              25              30              37
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
   Delta                                  ($4)            ($4)             ($4)            ($2)            ($2)            ($3)

EBITDA
   Consolidated - current                  $11             $21              $30             $40             $46             $52
   Consolidated - August                    15              25               33              41              48              55
                                    --------------- --------------- ---------------- --------------- --------------- ---------------
   Delta                                  ($4)            ($4)             ($3)            ($1)            ($2)            ($3)

</Table>

Note: SPLI estimates based on TMO management projections


                                                                           12

<Page>


SPLI DCF COMPARISON - STAND-ALONE CASE
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>

Current forecast
                      -------------------------------------------                  --------------------------------------------
                                      Firm value                                             Equity value per share
                      -------------------------------------------                  --------------------------------------------
                                 EBITDA exit multiple                                         EBITDA exit multiple
                      -------------------------------------------                  --------------------------------------------
                               7.5x         8.0 x          8.5 x                             7.5x         8.0 x          8.5 x
                      -------------------------------------------                  --------------------------------------------
         <S>      <C>          <C>           <C>            <C>        <C>     <C>         <C>           <C>            <C>
                  10%          $256          $272           $288               10%         $13.03        $13.92         $14.80
         WACC     11%           245           260            276       WACC    11%          12.43         13.28          14.12
                  12%           235           249            264               12%          11.86         12.67          13.48

</Table>

<Table>
<Caption>

August forecast
                      -------------------------------------------                    --------------------------------------------
                                      Firm value                                               Equity value per share
                      -------------------------------------------                    --------------------------------------------

                                 EBITDA exit multiple                                           EBITDA exit multiple
                      -------------------------------------------                    --------------------------------------------
                               7.5x         8.0 x          8.5 x                               7.5x         8.0 x          8.5 x
                      -------------------------------------------                    --------------------------------------------
         <S>      <C>          <C>           <C>            <C>          <C>     <C>         <C>           <C>            <C>
                  10%          $275          $292           $309                 10%         $14.35        $15.29         $16.23
         WACC     11%           263           280            296         WACC    11%          13.70         14.59          15.49
                  12%           252           268            283                 12%          13.08         13.94          14.79

</Table>

Note: SPLI estimates based on TMO management projections


                                                                           13
<Page>

SPLI ASSUMPTIONS - REVISED SPIN-IN CASE
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

<Table>
<caption>
CURRENT FORECAST           2001E           2002E            2003E           2004E           2005E           2006E
<S>                   <C>              <C>             <C>              <C>             <C>             <C>
REVENUES
   Base                      $206            $206             $231            $258            $289            $324
   % growth                   14%              0%              12%             12%             12%             12%
   Telecom                      8               8               16              22              31              44
   % growth                   48%              0%             100%             40%             40%             40%
                       --------------- --------------- ---------------- --------------- --------------- ---------------
   Total                     $214            $214             $247            $281            $321            $368
   % growth                 14.9%            0.0%            15.3%           13.8%           14.2%           14.7%

EBIT
   Consolidated              ($2)             $12              $21             $30             $36             $42
   % margin                (0.9%)            5.6%             8.4%           10.8%           11.2%           11.4%

EBITA
   Consolidated              ($1)             $13              $21             $31             $37             $43
   % margin                (0.6%)            5.9%             8.7%           11.0%           11.4%           11.6%

EBITDA
   Consolidated               $11             $28              $37             $48             $54             $61
   % margin                  5.0%           13.0%            15.1%           16.9%           16.8%           16.5%
</Table>


Note: SPLI estimates based on TMO management projections

                                                                             14
<Page>

SPLI ASSUMPTIONS - AUGUST SPIN-IN CASE
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

<Table>
<Caption>
AUGUST FORECAST                 2001E           2002E            2003E           2004E           2005E           2006E
<S>                           <C>             <C>             <C>              <C>             <C>             <C>
REVENUES
   Base                           $207            $228             $251            $276            $303            $333
   % growth                        14%             10%              10%             10%             10%             10%
   Telecom                          16              18               19              21              23              26
   % growth                       196%             10%              10%             10%             10%             10%
                            --------------- --------------- ---------------- --------------- --------------- ---------------
   Total                          $223            $245             $270            $297            $327            $359
   % growth                      19.8%           10.0%            10.0%           10.0%           10.0%           10.0%

EBIT
   Consolidated                     $1             $15              $23             $31             $37             $44
   % margin                       0.3%            6.3%             8.6%           10.3%           11.3%           12.2%

EBITA
   Consolidated                     $3             $17              $25             $32             $39             $46
   % margin                       1.1%            7.1%             9.3%           10.9%           11.9%           12.8%

EBITDA
   Consolidated                    $15             $32              $41             $49             $56             $64
   % margin                       6.6%           13.2%            15.2%           16.5%           17.1%           17.8%
</Table>


Note: SPLI estimates based on TMO management projections

                                                                             15
<Page>

SPIN-IN CASE COMPARISON
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

<Table>
<Caption>
                                    2001E           2002E           2003E           2004E           2005E           2006E
<S>                              <C>             <C>             <C>              <C>            <C>              <C>
REVENUES
   Base - current                      $206            $206            $231            $258            $289            $324
   Base - August                        207             228             251             276             303             333
                                --------------- --------------- --------------- --------------- --------------- ---------------
   Delta                               ($1)           ($22)           ($20)           ($18)           ($14)            ($9)

   Telecom - current                     $8              $8             $16             $22             $31             $44
   Telecom - August                      16              18              19              21              23              26
                                --------------- --------------- --------------- --------------- --------------- ---------------
   Delta                               ($8)           ($10)            ($3)              $1              $8             $18

EBIT
   Consolidated - current              ($2)             $12             $21             $30             $36             $42
   Consolidated - August                  1              15              23              31              37              44
                                --------------- --------------- --------------- --------------- --------------- ---------------
   Delta                               ($3)            ($3)            ($2)            ($1)            ($1)            ($2)

EBITA
   Consolidated - current              ($1)             $13             $21             $31             $37             $43
   Consolidated - August                  3              17              25              32              39              46
                                --------------- --------------- --------------- --------------- --------------- ---------------
   Delta                               ($4)            ($5)            ($4)            ($1)            ($2)            ($3)

EBITDA
   Consolidated - current               $11             $28             $37             $48             $54             $61
   Consolidated - August                 15              32              41              49              56              64
                                --------------- --------------- --------------- --------------- --------------- ---------------
   Delta                               ($4)            ($4)            ($4)            ($1)            ($2)            ($3)
</Table>

Note: SPLI estimates based on TMO management projections

                                                                             16
<Page>

SPLI DCF COMPARISON - SPIN-IN CASE
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

CURRENT FORECAST

<Table>
<Caption>
                      -------------------------------------------                      --------------------------------------------
                                      FIRM VALUE                                                 EQUITY VALUE PER SHARE
                      -------------------------------------------                      --------------------------------------------

                                 EBITDA EXIT MULTIPLE                                             EBITDA EXIT MULTIPLE
                      -------------------------------------------                      --------------------------------------------
                               7.5x          8.0x           8.5x                                 7.5x          8.0x           8.5x
                      -------------------------------------------                      --------------------------------------------
<S>             <C>          <C>           <C>           <C>             <C>      <C>        <C>            <C>            <C>
                  10%          $322          $341           $359                   10%         $16.65        $17.68         $18.72
         WACC     11%           308           326            344           WACC    11%          15.91         16.90          17.89
                  12%           296           313            330                   12%          15.22         16.16          17.11
</Table>

AUGUST FORECAST

<Table>
<Caption>
                      -------------------------------------------                     --------------------------------------------
                                      FIRM VALUE                                                EQUITY VALUE PER SHARE
                      -------------------------------------------                     --------------------------------------------

                                 EBITDA EXIT MULTIPLE                                             EBITDA EXIT MULTIPLE
                      -------------------------------------------                     --------------------------------------------
                               7.5x          8.0x           8.5x                                7.5x          8.0x           8.5x
                      -------------------------------------------                     --------------------------------------------
<S>             <C>          <C>           <C>           <C>             <C>      <C>        <C>            <C>            <C>
                  10%          $351          $371           $391                  10%         $18.52        $19.61         $20.70
         WACC     11%           337           356            375          WACC    11%          17.74         18.78          19.82
                  12%           323           341            359                  12%          16.99         17.99          18.98
</Table>

Note: SPLI estimates based on TMO management projections

                                                                             17
<Page>

INDUSTRY LASER TRADING COMPARABLES
==============================================================================
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
                                                                                   FIRM VALUE
                                                                  ----------------------------------------
                                                                          REVENUE                EBITDA            P/E
                                                                  ----------------------------------------  -------------------
                                         MARKET     FIRM
COMPANY           PRICE(1)  % 52-WEEK HIGH    VALUE     VALUE     2001E      2002E      2001E      2002E    2001E       2002E
- --------------------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>       <C>       <C>       <C>        <C>        <C>        <C>        <C>         <C>
- --------------------------------------------------------------------------------------------------------------------------------

Spectra-Physics   $17.11             37%       $298      $330       1.5x      1.5x      30.9x      15.9x         NM      108.2x
- --------------------------------------------------------------------------------------------------------------------------------


Coherent Inc.2    $28.70             53%       $847      $723       1.5x      1.7x       9.9x      12.0x       23.7x      37.3x

GSI Lumonics       $7.76             47%        318       225        0.9      1.3          NM       NM           NM       NM

Newport Corp      $16.36             13%        627       376        1.2      1.4        8.7       14.9        22.1       45.4


- --------------------------------------------------------------------------------------------------------------------------------
MEDIAN                                                              1.2x      1.4x       9.3x      13.4x       22.9x      41.4x
- --------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) As of close 10/29/01
(2) Pro forma for public equity holdings and disposal of Medical segment; based
    on most recent equity research  (Robertson  Stephens  10/25/01) with EPS of
    $1.21 and $0.77 in 2001 and 2002 respectively vs. I/B/E/S EPS estimates of
    $1.21 and $1.14 in 2001 and 2002 respectively
Notes: SPLI stand-alone estimates based on TMO management projections; all
others based on company filings, equity research and IBES estimates

                                                                             18
<Page>

COMPARABLE SHARE PERFORMANCE
==============================================================================
<Table>
                                                                   8/20
                             8/13                         (1-DAY PRIOR TO OFFER/                             9/10
                       (BOARD BOOK DATA)                       BOARD MEETING)                  (1-DAY PRIOR TO TERRORIST ATTACKS)
                 -------------------------------  ------------------------------------  --------------------------------------------
                 % CHANGE       IMPLIED PRICE(1)        % CHANGE      IMPLIED PRICE(1)               % CHANGE       IMPLIED PRICE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                    <C>               <C>                       <C>                  <C>
- ------------------------------------------------------------------------------------------------------------------------------------

SPLI                   (3%)               $19.41               25%              $25.00                    (17%)               $16.53
- ------------------------------------------------------------------------------------------------------------------------------------


TMO                     1%               $20.13                4%              $20.82                       1%               $20.25

DJIA                 (11%)                17.80             (10%)               17.96                     (3%)                19.30

S&P 500               (9%)                18.10              (8%)               18.41                     (1%)                19.74

NASDAQ               (14%)                17.15             (10%)               18.07                       0%                20.05


INDUSTRIAL LASER

   Coherent Inc.     (18%)               $16.33             (20%)              $16.04                    (14%)               $17.27

   GSI Lumonics Inc.  (8%)                18.43              (3%)               19.35                     (4%)                19.28

   Newport Corp.     (25%)                15.01             (11%)               17.81                      11%                22.12

MEDIAN               (18%)               $16.33             (11%)              $17.81                     (4%)               $19.28
</Table>



(1) Based on original offer price of $20.00 per share
Note: As of close 10/29/01

                                                                             19
<Page>

IMPLIED VALUATION - COHERENT
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS, EXCEPT PER SHARE DATA

<Table>
<Caption>
                                    2002E STAND-ALONE CASE                               2002E SPIN-IN CASE

                           IMPLIED STREET      LATEST BROKERAGE REPORT(1)     IMPLIED STREET      LATEST BROKERAGE REPORT(1)
<S>                        <C>                 <C>                            <C>                 <C>
SPLI revenue                                               $214                                               $214
Coherent FV/revenue                                        1.7x                                               1.7x
Implied firm value                 NA                       371                       NA                       371
Implied equity value                                        338                                                338
EQUITY VALUE PER SHARE                                   $19.44                                             $19.44
SPLI EBITDA                       $21                       $21                      $28                       $28
Coherent FV/EBITDA               9.4x                     12.0x                     9.4x                     12.0x
Implied firm value                194                       248                      260                       332
Implied equity value              162                       216                      227                       300
EQUITY VALUE PER SHARE          $9.29                    $12.41                   $13.06                    $17.23
SPLI EPS                        $0.16                     $0.16                    $0.40                     $0.40
Coherent P/E                    25.2x                     37.3x                    25.2x                     37.3x
Equity value per share          $3.98                     $5.90                   $10.06                    $14.89
</Table>

(1) Based on Robertson  Stephens  equity  research  10/25/01 with EPS of $1.21
    and $0.77 in 2001 and 2002  respectively  vs.  I/B/E/S EPS  estimates of
    $1.21 and $1.14 in 2001 and 2002 respectively
Note: SPLI estimates based on TMO management projections; Based on $32MM of net
debt, 16.7MM common shares and 1.5MM options with an average strike price of
$9.19; numbers may not total due to rounding

                                                                             20
<Page>

ILLUSTRATIVE PRO-FORMA ANALYSIS
==============================================================================
DISPLAYED FOR ILLUSTRATIVE PURPOSES ONLY
$ MILLIONS

                                     2002 ACCRETION/(DILUTION) TO TMO

<Table>
<Caption>
                                             STAND-ALONE CASE
                                              PURCHASE PRICE
  SPLI
    EPS                          $14.00             $16.00             $18.00
                         ---------------------------------------------------------
<S>                           <C>               <C>                 <C>
                   $0.10         (0.7%)             (0.8%)             (1.0%)

                   $0.16         (0.5%)             (0.7%)             (0.9%)

                   $0.25         (0.3%)             (0.5%)             (0.7%)

Equity value                       $241               $278               $314
Minority purchase cost               54                 64                 74
</Table>


<Table>
<Caption>
                                               SPIN-IN CASE
                                              PURCHASE PRICE

                               $14.00             $16.00             $18.00
                         ---------------------------------------------------------
<S>                           <C>               <C>                 <C>
                   $0.30        (0.2%)             (0.4%)             (0.6%)

                   $0.40        (0.0%)             (0.2%)             (0.3%)

                   $0.50          0.2%               0.1%             (0.1%)

                                  $241               $278               $314

                                    54                 64                 74
</Table>

Note:  Assumes TMO cash net income of $181MM in 2002, SPLI stand-alone and
       spin-off cash EPS of $0.17 and $0.41 in 2002 respectively and 17.4MM
       (treasury method) shares in 2002; assumes 40% tax rate and 5%
       financing rate; SPLI estimates based on TMO management projections,
       TMO estimates based on JPMorgan equity research, assumes 100% cash
       transaction valued as of January 1, 2002

                                                                             21

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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