SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 1, 1995
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Teradyne, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-6462 04-2272148
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
321 Harrison Avenue,
Boston, Massachusetts 02118
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 482-2700
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Total number of sequentially numbered pages in this filing, including
exhibits thereto: 38
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Exhibit Index Located on Page 6
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2
Item 2. Acquisition or Disposition of Assets.
On December 1, 1995, Teradyne, Inc. ("Teradyne") completed the
acquisition of Megatest Corporation, a Delaware corporation ("Megatest"), by
means of a merger (the "Merger") of M Merger Corp., a Delaware corporation and
wholly owned subsidiary of Teradyne ("Merger Sub"), with and into Megatest,
pursuant to the Agreement and Plan of Merger and Reorganization, dated as of
September 5, 1995, as amended (the "Merger Agreement"), by and among Teradyne,
Merger Sub and Megatest. As a result of the Merger, Megatest became a wholly
owned subsidiary of Teradyne. The Merger was effected by the filing of a
Certificate of Merger with the Secretary of State of the State of Delaware on
December 1, 1995.
Teradyne manufactures automatic test equipment and connection systems
for the electronics and telecommunications industries. Megatest manufactures
several lines of semiconductor test systems.
Pursuant to the terms of the Merger Agreement, upon the effective time
of the Merger, each outstanding share of Megatest common stock, $.001 par value
("Megatest Common Stock"), was converted into the right to receive 0.9091 shares
of Teradyne common stock, $.125 par value ("Teradyne Common Stock"), (subject to
payment of cash in lieu of any fractional shares). As a result of the Merger,
the former stockholders of Megatest will receive approximately 6.8 million
shares of Teradyne Common Stock. Each holder of Megatest Common Stock who was
otherwise entitled to a fraction of a share of Teradyne Common Stock will
receive cash in lieu thereof, equal to such fraction multiplied by $29.11 (the
"Final Teradyne Stock Price"), which is the average of the closing prices of
Teradyne Common Stock for the twenty consecutive days on which Teradyne Common
Stock was traded on The New York Stock Exchange ending on November 24, 1995.
Also, pursuant to the terms of the Merger Agreement, upon the effective time of
the Merger, Megatest's obligations under Megatest's existing option plans,
whether vested or unvested, were assumed by Teradyne. The shares of Megatest
Common Stock subject to the stock option plans were converted into shares of
Teradyne Common Stock at the rate of 0.9091 shares of Teradyne Common Stock for
each share of Megatest Common Stock.
The terms of this transaction and the consideration received by
Megatest's stockholders were the result of arm's-length negotiations between the
representatives of Teradyne and Megatest and took into account various factors
concerning the relative valuations of the businesses and the common stock of
Teradyne and Megatest. The terms of the Merger and the exchange of Megatest
Common Stock for Teradyne Common Stock are more fully described in the Merger
Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Report
and is incorporated herein by reference.
The acquisition of Megatest is intended to qualify a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended. Teradyne will account for the transaction as a pooling of interests.
3
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The following audited financial statements of Megatest,
together with the reports thereon manually signed by Price Waterhouse LLP and
Deloitte & Touche LLP, appear as Exhibit 99.1 to this Current Report on Form 8-K
and are incorporated herein by this reference:
Consolidated Balance Sheets as of August 31, 1995 and 1994
Consolidated Statements of Operations for the fiscal years
ended August 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the
fiscal years ended August 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the fiscal years
ended August 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information.
The following Teradyne and Megatest unaudited pro forma
condensed combined financial statements appear as Exhibit 99.2 to this Current
Report on Form 8-K and are incorporated herein by this reference:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of October 1, 1995
Unaudited Pro Forma Condensed Combined Statement of Operations
for the nine months ended October 1, 1995
Unaudited Pro Forma Condensed Combined Statement of Operations
for the nine months ended October 2, 1994
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1994
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1993
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1992
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements
(c) Exhibits.
4
Exhibit no. Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 5, 1995, as amended, by and among Teradyne, M Merger
Corp. and Megatest Corporation (filed as Exhibit 2 to Teradyne's
Registration Statement on Form S-4 (No.
33-63781) and incorporated herein by reference)
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Deloitte & Touche LLP
99.1 The following audited financial statements of Megatest, together
with the reports thereon manually signed by Price Waterhouse LLP
and Deloitte & Touche LLP:
Consolidated Balance Sheets as of August 31, 1995 and 1994
Consolidated Statements of Operations for the fiscal years
ended August 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the fiscal
years ended August 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the fiscal years
ended August 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
99.2 The following Teradyne and Megatest unaudited pro forma condensed
combined financial statements:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
October 1, 1995
Unaudited Pro Forma Condensed Combined Statement of Operations
for the nine months ended October 1, 1995
Unaudited Pro Forma Condensed Combined Statement of Operations
for the nine months ended October 2, 1994
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1994
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1993
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1992
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Teradyne, Inc.
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(Registrant)
Date: December 15, 1995 /s/ Owen W. Robbins
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Owen W. Robbins
Executive Vice President
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EXHIBIT INDEX
Page Number in
Sequentially
Exhibit No. Description Numbered Copy
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2.1 Agreement and Plan of Merger and Reorganization, dated as of September
5, 1995, as amended, by and among Teradyne, M Merger Corp. and
Megatest Corporation (filed as Exhibit 2 to Teradyne's Registration
Statement on Form S-4 (No. 33-63781) and incorporated herein by
reference) ---
23.1 Consent of Price Waterhouse LLP 8
23.2 Consent of Deloitte & Touche LLP 10
99.1 The following audited financial statements of Megatest, together with
the reports thereon manually signed by Price Waterhouse LLP and
Deloitte & Touche LLP: 12
Consolidated Balance Sheets as of August 31, 1995 and 1994
Consolidated Statements of Operations for the fiscal years
ended August 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity for the
fiscal years ended August 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the fiscal years
ended August 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
99.2 The following Teradyne and Megatest unaudited pro forma condensed
combined financial statements: 30
Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of October 1, 1995
Unaudited Pro Forma Condensed Combined Statement of
Operations for the nine months ended October 1, 1995
Unaudited Pro Forma Condensed Combined Statement of
Operations for the nine months ended October 2, 1994
Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1994
7
Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1993
Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1992
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements