1 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 5, 1995 Commission File Number 0-17393 MEGATEST CORPORATION (Exact name of Registrant as specified in its charter) Delaware 94-2422195 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1321 Ridder Park, San Jose, California 95131 (408) 437-9700 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) -------------------------------------------------------------------------------- 1 2 ITEM 5. OTHER EVENTS On September 5, 1995, Megatest Corporation, a Delaware corporation ("Megatest"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Teradyne, Inc. ("Teradyne") and M Merger Corp., a Delaware corporation and wholly owned subsidiary of Teradyne ("Merger Sub"). Pursuant to the Merger Agreement, and upon the satisfaction of all closing conditions, Merger Sub will merge (the "Merger") with and into Megatest, and Megatest will become a wholly-owned subsidiary of Teradyne. Upon the closing of the Merger each outstanding share of Megatest common stock will be converted into the right to receive 0.9091 shares of Teradyne common stock, subject to the following adjustment (.9091 shares, as adjusted, the "Exchange Ratio"): (i) if the Final Teradyne Stock Price (as defined below) is equal to or less than $36.00 per share, no adjustment to the Exchange Ratio shall be made; (ii) if the Final Teradyne Stock Price is greater than $36.00 per share then the Exchange Ratio shall be adjusted pursuant to the following formula: Exchange Ratio = 1 ------------------------------------------ (Final Teradyne Stock Price x .02) + .38 but in no event will the Exchange Ratio be greater than .9091 or less than .8333. "Final Teradyne Stock Price" shall mean the average of the closing prices of Teradyne common stock for the twenty consecutive days on which Teradyne common stock is traded on The New York Stock Exchange ending on the fifth calendar day immediately preceding the Special Meeting of Megatest stockholders held for the purpose of approving the Merger. 2 3 By way of example only, the following table illustrates the calculation of the Exchange Ratio as determined in accordance with various Final Teradyne Stock Prices: Exchange Ratio Calculator Final Parent Stock Exchange Price Ratio Less than or equal to $36 0.9091 36 1/8 0.9070 36 1/4 0.9050 36 3/8 0.9029 36 1/2 0.9009 36 5/8 0.8989 36 3/4 0.8969 36 7/8 0.8949 37 0.8929 37 1/8 0.8909 37 1/4 0.8889 37 3/8 0.8869 37 1/2 0.8850 37 5/8 0.8830 37 3/4 0.8811 37 7/8 0.8791 38 0.8772 38 1/8 0.8753 38 1/4 0.8734 38 3/8 0.8715 38 1/2 0.8696 38 5/8 0.8677 38 3/4 0.8658 38 7/8 0.8639 39 0.8621 39 1/8 0.8602 39 1/4 0.8584 39 3/8 0.8565 39 1/2 0.8547 39 5/8 0.8529 39 3/4 0.8511 39 7/8 0.8493 40 0.8475 40 1/8 0.8457 40 1/4 0.8439 40 3/8 0.8421 40 1/2 0.8403 40 5/8 0.8386 40 3/4 0.8368 40 7/8 0.8351 Greater than or equal to 41 0.8333 Notes - Exchange rate calculated as: 1 --------------------------------------- (Final Teradyne Stock Price x 0.2) +.38 - Maximum Exchange Ratio = .9091 - Minimum Exchange Ratio = .8333 - Table is illustrative. Actual Final Teradyne Stock Price shall be rounded to four decimal places as shall the Exchange Ratio. 3 4 The closing of the transaction is subject to certain conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and approval by Megatest's stockholders. The transaction is expected to be accounted for as a pooling-of-interests. The information contained in the joint press release of Teradyne and Megatest, dated September 6, 1995, attached as Exhibit 99.1 is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit No. Description 99.1 Joint Press release of Teradyne and Megatest, dated September 6, 1995. 4 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. Date: September 19, 1995 Megatest Corporation by: /s/ John E. Halter ---------------------------------- John E. Halter Chairman & Chief Executive Officer 5