SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TERADYNE, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2272148
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
321 Harrison Avenue, Boston, Massachusetts 02118
(Address of Principal Executive Offices) (Zip Code)
_____________________
TERADYNE, INC.
1979 EMPLOYEE STOCK PURCHASE PLAN
1991 EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
_____________________
William B. Asher, Jr., Esq.
TESTA, HURWITZ & THIBEAULT
Exchange Place, 53 State Street
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 248-7000
(Telephone number, including area code, of agent for service)
________________________________
Approximate date of commencement of sales pursuant to plan:
From time to time after the Registration Statement has become effective.
________________________________
Total of sequentially numbered pages: 27
Exhibit index on sequentially numbered page: 6
- 2 -
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to to be offering price aggregate registration
be registered registered per share (1) offering price fee
- --------------------------------------------------------------------------------
1979 Employee
Stock Purchase Plan
Common Stock 400,000 $28.75 $11,500,000 $ 3,965.55
$0.125 Par Value shares
1991 Employee
Stock Option Plan
Common Stock 3,000,000 $28.75 $86,250,000 $29,741.59
$0.125 Par Value shares
================================================================================
(1) The price of $28.75 per share, which was the average of the high and
low prices of the Common Stock on the New York Stock Exchange on August 11,
1994, is set forth solely for purposes of calculating the filing fee.
================================================================================
- 3 -
This Registration Statement registers additional securities
of the same class as other securities for which the Registration
Statement No. 33-38251 on Form S-8 was filed with the Securities
and Exchange Commission (the "Commission") on December 18, 1990
relating to the 1979 Employee Stock Purchase Plan and the
Registration Statement No. 33-42352 on Form S-8 was filed with the
Commission on August 23, 1991 relating to the 1979 Employee Stock
Purchase Plan and the 1991 Employee Stock Option Plan. Pursuant to
General Instruction E, the contents of the above-listed Registration
Statements are hereby incorporated by reference.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 8. Exhibits.
--------
Exhibit Description of Exhibit
------- ----------------------
4.1 Teradyne, Inc. 1979 Employee Stock Purchase
Plan, as amended.
4.2 Teradyne, Inc. 1991 Employee Stock Option
Plan, as amended.
4.3 Restated Articles of Organization of the
Registrant, as amended (filed as Exhibit
4.1 to Registration Statement on Form
S-3, filed with the Securities and
Exchange Commission, effective December
5, 1991 and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Testa, Hurwitz & Thibeault
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (contained on page 4 of
this Registration Statement).
- 4 -
POWER OF ATTORNEY
Each person whose signature appears below this registration
statement hereby constitutes and appoints Alexander V.
d'Arbeloff, Owen W. Robbins and Richard J. Testa and each of
them, with full power to act without the other, his or her true
and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for hin or her and in his or her
name, place and stead in any and all capacities (until revoked in
writing) to sign all amendments (including post-effective
amendments) to this registration statement on Form S-8 of
Teradyne, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary
fully to all intents and purposes as he or she might or could do
in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly cuased this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts
on this 15th day of August, 1994.
TERADYNE, INC.
By:/s/ Owen W. Robbins
-------------------
Owen W. Robbins
Executive Vice President
Chief Financial Officer
- 5 -
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
--------- -------- ----
\s\ Alexander V. d'Arbeloff President and Chairman of August 15, 1994
- --------------------------- the Board (Principal
Alexander V. d'Arbeloff Executive Officer)
\s\ Owen W. Robbins Executive Vice President August 15, 1994
- ------------------- and Director (Principal
Owen W. Robbins Financial Officer)
\s\ Donald J. Hamman Controller (Principal August 15, 1994
- -------------------- Accounting Officer)
Donald J. Hamman
\s\ Edwin L. Artzt Director August 15, 1994
- ------------------
Edwin L. Artzt
\s\ Albert Carnesale Director August 15, 1994
- --------------------
Albert Carnesale
\s\ Daniel S. Gregory Director August 15, 1994
- ---------------------
Daniel S. Gregory
\s\ Dwight H. Hibbard Director August 15, 1994
- ---------------------
Dwight H. Hibbard
\s\ Franklin P. Johnson, Jr. Director August 15, 1994
- ----------------------------
Franklin P. Johnson, Jr.
Director
- --------------------
John P. Mulroney
\s\ James A. Prestridge Executive Vice President August 15, 1994
- ----------------------- and Director
James A. Prestridge
\s\ Richard J. Testa Director August 15, 1994
- --------------------
Richard J. Testa
- 6 -
EXHIBIT INDEX
Sequentially
Exhibit Description of Exhibit Numbered Page
- ------- ---------------------- -------------
4.1 Teradyne, Inc. 1979 Employee Stock
Purchase Plan, as amended. 7
4.2 Teradyne, Inc. 1991 Employee Stock
Option Plan, as amended. 15
4.3 Restated Articles of Organization of
the Registrant, as amended (filed as
Exhibit 4.1 to Registration
Statement on Form S-3, filed with
the Securities and Exchange
Commission, effective December 5,
1991 and incorporated herein by
reference). --
5.1 Opinion of Testa, Hurwitz &
Thibeault. 25
23.1 Consent of Testa, Hurwitz &
Thibeault (included in Exhibit 5.1). --
23.2 Consent of Independent Auditors. 27
24.1 Power of Attorney (contained in
page 4 of this Registration
Statement). --