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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2001.
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 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
Incorporation or Organization) Identification No.)
321 HARRISON AVENUE
BOSTON, MASSACHUSETTS 02118
(617) 482-2700
(Address of Principal Executive Offices) (Zip Code)
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TERADYNE, INC.
1997 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
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GREGORY R. BEECHER
CHIEF FINANCIAL OFFICER
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:
THOMAS S. GRILK, ESQ. KEVIN M. BARRY, ESQ.
TERADYNE, INC. TESTA, HURWITZ & THIBEAULT, LLP
321 HARRISON AVENUE HIGH STREET TOWER, 125 HIGH STREET
BOSTON, MASSACHUSETTS 02118 BOSTON, MASSACHUSETTS 02110
(617) 482-2700 (617) 248-7000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered Price Per Share Offering Price Registration Fee
- ------------------- ----------- --------------- -------------- ----------------
Common Stock 486,766 $ 28.125 (1) $13,690,293.75 $3,422.57
(Par Value $.125) 88,550 $ 30.938 (2) $2,739,559.90 $684.89
63,000 $ 31.625 (3) $1,992,375.00 $498.09
200 $ 31.750 (4) $6,350.00 $1.59
56,850 $ 37.375 (5) $2,124,768.75 $531.19
16,000 $ 38.750 (6) $620,000.00 $155.00
83,500 $ 41.970 (7) $3,504,495.00 $876.12
189,000 $ 37.840 (8) $7,151,760.00 $1,787.94
57,700 $ 30.430 (9) $1,755,811.00 $438.95
160,450 $ 30.690 (10) $4,924,210.50 $1,231.05
34,850 $ 38.350 (11) $1,336,497.50 $334.12
16,500 $ 41.370 (12) $682,605.00 $170.65
91,500 $ 36.140 (13) $3,306,810.00 $826.70
33,655,134 $ 30.055 (14) $1,011,505,052.37 $252,876.26
TOTAL: 35,000,000 shares $1,055,340,588.77 $263,835.15
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Common Stock
Purchase Rights (15) -- -- --
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(1) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 486,766 shares at an exercise price of $28.125 per
share. Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the
"Securities Act"), the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
(2) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 88,550 shares at an exercise price of $30.938 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(3) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 63,000 shares at an exercise price of $31.625 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(4) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 200 shares at an exercise price of $31.750 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(5) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 56,850 shares at an exercise price of $37.375 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
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(6) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 16,000 shares at an exercise price of $38.750 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(7) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 83,500 shares at an exercise price of $41.970 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(8) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 189,000 shares at an exercise price of $37.840 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(9) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 57,700 shares at an exercise price of $30.430 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(10) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 160,450 shares at an exercise price of $30.690 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(11) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 34,850 shares at an exercise price of $38.350 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(12) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 16,500 shares at an exercise price of $41.370 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(13) All of such shares are issuable upon the exercise of outstanding options to
purchase an aggregate of 91,500 shares at an exercise price of $36.140 per
share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(14) The price of $30.055 per share, which is the average of the high and low
price of the Common Stock of the Registrant as reported on the New York
Stock Exchange on August 17, 2001, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) of the Securities Act
and has been used only for those shares without a fixed exercise price.
(15) Pursuant to the Rights Agreement of the Registrant between the Registrant
and Fleet National Bank, one common share purchase right of the Registrant
(each a "Right") is deemed to be delivered with each share of Common Stock
issued by the Registrant. The Rights currently are not separately
transferable apart from the Common Stock, nor are they exercisable until
the occurrence of certain events. Accordingly, no independent value has
been attributed to the Rights.
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This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement Nos. 333-26045 and
333-56373 on Form S-8, each relating to the Registrant's 1997 Employee Stock
Option Plan, as filed with the Securities and Exchange Commission (the
"Commission") on April 29, 1997 and June 9, 1998, respectively, are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above listed
Registration Statements are hereby incorporated by reference herein.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In addition to the documents incorporated by reference in Item 3 of
Registration Statement Nos. 333-26045 and 333-56373 on Form S-8, the following
documents filed with the Commission are incorporated by reference in this
Registration Statement:
a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (File No. 001-06462).
b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
April 1, 2001 and July 1, 2001 (both File No. 001-06462).
c) The section entitled "Description of Common Stock" contained in the
Registrant's Registration Statement on Form S-3 (SEC File No.
333-47564) initially filed with the Commission on October 6, 2000, as
amended.
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
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 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Restated Articles of Organization of the Registrant,
as amended (filed as Exhibit 3.01 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 2, 2000, File No. 001-06462)*
4.2 Amended and Restated Bylaws of the Registrant (filed
as Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, File No. 001-06462)*
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4.3 Rights Agreement between the Registrant and Fleet
National Bank dated as of November 17, 2000 (filed
as Exhibit 4.1 to the Registrant's Form 8-K filed on
November 20, 2000, File No. 001-06462)*
4.4 1997 Employee Stock Option Plan, as amended (filed
as Exhibit 10.01 to the Registrant's Form 10-Q for
the quarter ended July 1, 2001, File No. 001-06462)*
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page
hereto)**
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.
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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 the City of Boston, the Commonwealth of Massachusetts, on this
1st day of August, 2001.
Teradyne, Inc.
By: /s/ Gregory R. Beecher
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Gregory R. Beecher
Vice President and Chief Financial Officer
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We, the undersigned officers and directors of Teradyne, Inc., hereby
severally constitute and appoint George W. Chamillard, Gregory R. Beecher 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 in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all 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, hereby ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration Statement and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
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/s/ George W. Chamillard Chief Executive Officer, President August 21, 2001
- ------------------------------------ and Chairman (Principal Executive
George W. Chamillard Officer)
/s/ Gregory R. Beecher Vice President and Chief Financial August 1, 2001
- ------------------------------------ Officer (Principal Financial Officer)
Gregory R. Beecher
/s/ Richard MacDonald Controller (Principal Accounting August 21, 2001
- ------------------------------------ Officer)
Richard MacDonald
/s/ James W. Bagley Director August 21, 2001
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James W. Bagley
/s/ Albert Carnesale Director August 21, 2001
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Albert Carnesale
/s/ Daniel S. Gregory Director August 21, 2001
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Daniel S. Gregory
/s/ Dwight H. Hibbard Director August 21, 2001
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Dwight H. Hibbard
/s/ John P. Mulroney Director August 1, 2001
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John P. Mulroney
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/s/ Vincent M. O'Reilly Director August 21, 2001
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Vincent M. O'Reilly
/s/ Richard J. Testa Director August 21, 2001
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Richard J. Testa
/s/ Roy A. Vallee Director August 1, 2001
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Roy A. Vallee
/s/ Patricia S. Wolpert Director August 1, 2001
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Patricia S. Wolpert
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Restated Articles of Organization of the Registrant, as amended
(filed as Exhibit 3.01 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 2, 2000, File No. 001-06462)*
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, File No. 001-06462)*
4.3 Rights Agreement between the Registrant and Fleet National Bank
dated as of November 17, 2000 (filed as Exhibit 4.1 to the
Registrant's Form 8-K filed on November 20, 2000, File No.
001-06462)*
4.4 1997 Employee Stock Option Plan, as amended (filed as Exhibit
10.01 to the Registrant's Form 10-Q for the quarter ended July 1,
2001, File No. 001-06462)*
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page hereto)**
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.