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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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
321 Harrison Avenue
Boston, Massachusetts 02118
(Address of Principal Executive Offices)
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Megatest Corporation Director Stock Option Plan
Megatest Corporation 1990 Stock Option Plan
(Full Title of the Plan)
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Owen W. Robbins
Executive Vice President
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
(Name and Address of Agent For Service)
617-482-2700
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
Donald G. Leka, Esq. William B. Asher, Jr., Esq. Harry K. Plant, Esq.
Teradyne, Inc. Testa, Hurwitz & Thibeault Wilson, Sonsini, Goodrich
321 Harrison Avenue High Street Tower & Rosati
Boston, Massachusetts 125 High Street Professional Corporation
02118 Boston, Massachusetts 02110 650 Page Mill Road
Palo Alto, California 94304
Total of sequentially numbered pages: 38
Exhibit index on sequentially numbered page:9
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
=================== ============ ============== ============== ================
Megatest Corporation 1990 Stock Option Plan
Teradyne Common Stock, 580,673 shares (1) $23.57 (2) $13,686,463 $4,720
$.125 par value
Megatest Corporation Director Stock Option Plan
Teradyne Common Stock, 22,728 shares (1) $23.57 (2) $ 535,699 $ 185
$.125 par value
TOTAL: 603,401 shares $4,905
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<FN>
(1) Based on 663,734 Megatest Options granted as of December 1, 1995 under
the 1990 Stock Option Plan or the Director Stock Option Plan, as applicable and
using a conversion ratio of 0.9091 shares of Teradyne common stock for each
share of Megatest common stock.
(2) Estimated soley for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of 1933, as
amended, and based upon the average of the high and low sale prices of the
Common Stock on The New York Stock Exchange on November 27, 1995.
</FN>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this Registration Statement by reference as of their
respective dates (File No. 1-6462):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 filed pursuant to the Exchange Act which
contains audited financial statements for the fiscal year ended
December 31, 1994.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 2, 1995, July 2, 1995, as amended, and October 1,
1995, filed pursuant to the Exchange Act.
All other documents filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12(b) of the Exchange Act on April
10, 1979.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
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unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. The Registrant's
By-laws provide that each director and officer shall be indemnified by the
Registrant against liabilities and expenses in connection with any legal
proceeding to which such officer or director may become a party by reason of
being or having been an officer or director, unless such indemnification is
prohibited by the Massachusetts Business Corporation Law. The Registrant has
also entered into indemnity agreements with each of its directors and certain
executive officers, which agreements require the Registrant to indemnify such
individuals to the fullest extent permitted by Massachusetts law.
The Registrant's Restated Articles of Organization eliminate the
personal liability of the Registrant's directors for monetary damages for breach
of their fiduciary duty as directors to the Registrant and its stockholders,
notwithstanding any provision of law imposing such liability. The Registrant's
Articles of Organization, however, do not eliminate liability of the
Registrant's directors (i) for breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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4.1 Megatest Corporation 1990 Stock Option Plan
4.2 Megatest Corporation Director Stock Option Plan
5.1 Opinion of Testa, Hurwitz & Thibeault
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23.1 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Testa,Hurwitz & Thibeault (included in Exhibit 5.1)
24.1 Power of Attorney (found on Page 8 of this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3)of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) (ss. 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
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each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on the 1st day of December, 1995.
TERADYNE, INC.
By:/s/ Owen W. Robbins
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Owen W. Robbins
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Teradyne, Inc., hereby
severally constitute and appoint Alexander V. d'Arbeloff, Owen W. Robbins and
Richard J. Testa, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments thereto (including post-effective amendments), and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Teradyne, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title(s) Date
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/s/ Alexander V. d'Arbeloff President and Chairman of the Board December 1, 1995
- --------------------------- (Principal Executive Officer)
Alexander V. d'Arbeloff
/s/ Owen W. Robbins Executive Vice President and December 1, 1995
- ------------------- Director
Owen W. Robbins (Principal Financial Officer)
/s/ Donald J. Hamman Controller December 1, 1995
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Donald J. Hamman
/s/ Edwin L. Artzt Director December 1, 1995
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Edwin L. Artzt
/s/ Albert Carnesale Director December 1, 1995
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Albert Carnesale
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Director December , 1995
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Daniel S. Gregory
/s/ Dwight H. Hibbard Director December 1, 1995
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Dwight H. Hibbard
/s/ John P. Mulroney Director December 1, 1995
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John P. Mulroney
/s/ James A. Prestridge Director December 1, 1995
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James A. Prestridge
/s/ Richard J. Testa Director December 1, 1995
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Richard J. Testa
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EXHIBIT INDEX
Page Number
in Sequentially
Exhibit No. Description Numbered Copy
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4.1 Megatest Corporation 1990 Stock Option Plan 10
4.2 Megatest Corporation Director Stock Option Plan 22
5.1 Opinion of Testa, Hurwitz & Thibeault 35
23.1 Consent of Coopers & Lybrand L.L.P. 37
23.5 Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1) --
24.1 Power of Attorney (found on Page 8 of this Registration
Statement) --