0000097210-95-000008.txt : 19950915 0000097210-95-000008.hdr.sgml : 19950915 ACCESSION NUMBER: 0000097210-95-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950905 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950914 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERADYNE INC CENTRAL INDEX KEY: 0000097210 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042272148 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06462 FILM NUMBER: 95573912 BUSINESS ADDRESS: STREET 1: 321 HARRISON AVE CITY: BOSTON STATE: MA ZIP: 02118 BUSINESS PHONE: 6174822700 MAIL ADDRESS: STREET 1: 321 HARRISON AVENUE STREET 2: H93 CITY: BOSTON STATE: MA ZIP: 02118 8-K 1 FORM 8-K CURRENT REPORT FOR TERADYNE, INC. 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 ----------------- Teradyne, Inc. ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Massachusetts 1-6462 04-2272148 ------------------------------- ----------- ------------------ (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 321 Harrison Avenue, Boston, Massachusetts 02118 --------------------- -------- (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (617) 482-2700 -------------- Total number of sequentially numbered pages in this filing, including exhibits thereto:6 Exhibit Index Located on Page 5 -1- Item 5. Other Events On September 5, 1995, Teradyne, Inc. ("Teradyne") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with M Merger Corp., a Delaware corporation and wholly owned subsidiary of Teradyne ("Merger Sub"), and Megatest Corporation, a Delaware corporation ("Megatest"). Pursuant to the Merger Agreement, and upon the satisfaction of all closing conditions, Merger Sub will merge (the "Merger") with and into Megatest, with Megatest as the surviving corporation. 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- 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 Notes Less than or equal to $36 0.9091 o Exchange Ratio calculated as: 36 1/8 0.9070 36 1/4 0.9050 36 3/8 0.9029 _______________1_____________________ - 36 1/2 0.9009 (Final Parent Stock Price x .02) +.38) 36 5/8 0.8989 36 3/4 0.8969 36 7/8 0.8949 37 0.8929 o Maximum Exchange Ratio = .9091 37 1/8 0.8909 37 1/4 0.8889 o Minimum Exchange Ratio = 0.8333 37 3/8 0.8869 37 1/2 0.8850 o Table is illustrative. Actual Final 37 5/8 0.8830 Parent Stock Price shall be rounded to 37 3/4 0.8811 four decimal places as shall the 37 7/8 0.8791 Exchange Ratio. 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
-3- The closing of the transaction is subject to certain conditions, including anti-trust 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- 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. -------------- (Registrant) Date: September 12, 1995 /s/ Richard J. Testa -------------------- Richard J. Testa Clerk EXHIBIT INDEX ------------- Page Number in Sequentially Numbered Exhibit No. Description Copy ----------- ----------- ----------------- 99.1 Joint Press release of Teradyne and Megatest, dated September 6, 1995. 6 Exhibit 99.1 ----------- Corporate News TERADYNE -------------------------------------------------------------------------------- Date: September 6, 1995 For Release: Immediate TERADYNE, MEGATEST ANNOUNCE AGREEMENT TO MERGE BOSTON, MA Teradyne, Inc. and Megatest Corporation today announced that the two companies have entered into a definitive merger agreement. Under the terms of the proposed merger, which will take the form of a pooling of interests, each Megatest shareholder will receive between 0.8333 and 0.9091 share of Teradyne stock for each share of Megatest stock, the exact ratio depending on the market price of Teradyne common stock during the period prior to the completion of the transaction. At the closing price for Teradyne stock on September 1, the agreement values Megatest's currently outstanding shares at approximately $245 million. The transaction is subject to certain conditions, including anti-trust clearance under the Hart-Scott-Rodino Act and approval by Megatest stockholders. It is expected that the transaction will close in January, 1996. Teradyne, Inc., based in Boston, Massachusetts, is a leading manufacturer of automatic test equipment and connection systems for the electronics and telecommunications industries. Its sales in the year ending December 31, 1994 were $677 million, and it employs more than 4000 people worldwide. Its stock is listed on the New York Stock Exchange under the symbol TER. Megatest Corporation, based in San Jose, California, manufactures several lines of semiconductor test systems. Its sales in the fiscal year ending August 31, 1994 were $100 million. It employs 550 people worldwide. Its stock is traded on the NASDAQ National Capital Market under the symbol MEGT. Contacts: Teradyne - Frederick Van Veen, Vice President (617) 422-2494 - George d'Arbeloff, Vice President (617) 422-2565 Megatest - Paul Emery, Vice President (408) 441-3170 --------------------------------------------------------------------------------