-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiL1X/YyvKCgLWLoEfurKwmpztCNdHwKcANwSUGQUYr7mLJHp+wgb3jw8aOlGtDo gJgvFnnsnrAbkmhuh9yh8w== 0000912057-02-025736.txt : 20020628 0000912057-02-025736.hdr.sgml : 20020628 20020628123023 ACCESSION NUMBER: 0000912057-02-025736 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06462 FILM NUMBER: 02690709 BUSINESS ADDRESS: STREET 1: 321 HARRISON AVE STREET 2: MAIL STOP H93 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 10-K/A 1 a2083275z10-ka.txt FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2001. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________________________ to ___________________________. Commission File No.: 1-6462 TERADYNE, INC. (Name of Registrant) MASSACHUSETTS 04-2272148 (State or other jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 321 HARRISON AVENUE BOSTON, MASSACHUSETTS 02118 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 482-2700 Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, par value $0.125 per share New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of shares of Common Stock held by non-affiliates of the registrant as of February 24, 2002 was $5.4 billion based upon the composite closing price of the registrant's Common Stock on the New York Stock Exchange on that date. The number of shares outstanding of the registrant's only class of Common Stock as of February 24, 2002 was 182,358,506 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement in connection with its 2002 annual meeting of shareholders are incorporated by reference into Part III. REQUIRED INFORMATION In accordance with General Instruction F of Form 10-K and Rule 15d-21 of the Securities Act of 1934, as amended, Teradyne, Inc. is filing this first amendment to its Annual Report on Form 10-K filed on March 29, 2002 to include as exhibits the financial statements and schedule of the GenRad Choice Investment Plan. Such financial statements and schedule have been prepared in accordance with the financial reporting requirements of ERISA and examined by an independent accountant on a full scope basis. Full title of the plan and the address of the plan, if different from that of the issuer named below: GenRad Choice Investment Plan Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: Teradyne, Inc. 321 Harrison Avenue Boston, Massachusetts 02118 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements The following consolidated financial statements are included in Item 8: Report of Independent Accountants. Balance Sheets as of December 31, 2001 and 2000. Statements of Operations for the years ended December 31, 2001, 2000 and 1999. Statements of Shareholders' Equity for the years ended December 31, 2001, 2000 and 1999. Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999. (a) 2. Financial Statement Schedules The following consolidated financial statement schedule is included in Item 14(d): Schedule II - - Valuation and Qualifying Accounts Schedules other than those listed above have been omitted because they are either not required or information is otherwise included. (a) 3. Listing of Exhibits The Exhibits which are filed with this report or which are incorporated by reference herein are set forth in the Exhibit Index. -2- (b) Reports on Form 8-K A Current Report on Form 8-K dated October 18, 2001, was filed with the Securities and Exchange Commission on October 18, 2001 relating to (i) Teradyne's third quarter financial results and its interim financial statements and (ii) two legal complaints filed against Teradyne. A Current Report on Form 8-K dated October 19, 2001, was filed with the Securities and Exchange Commission on October 19, 2001 relating to (i) Teradyne's intent to offer Convertible Senior Notes due 2006 in a private placement and (ii) the pricing terms of the offering. A Current Report on Form 8-K dated October 24, 2001, was filed with the Securities and Exchange Commission on October 24, 2001 relating to Teradyne's completion of its offering of Convertible Senior Notes due 2006 in a private placement. Item 14(d) Financial Statement Schedules TERADYNE, INC. Schedule II - - VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E -------- -------- -------- -------- -------- Additions --------- Balance at Charged to Charged to Balance at Beginning of Cost and Other End of Description Period Expenses Accounts Deductions Period ----------- ------ -------- -------- ---------- ---------- Valuation reserve deducted in the balance sheet from the asset to which it applies: Accounts Receivable: 2001 Allowance for doubtful accounts.......... $5,176 $1,192 $- - $ 74 $6,294 ====== ====== ==== ==== ====== 2000 Allowance for doubtful accounts.......... $4,410 $1,337 $- - $571 $5,176 ====== ====== ==== ==== ====== 1999 Allowance for doubtful accounts.......... $2,395 $1,407 $804 $196 $4,410 ====== ====== ==== ==== ======
-3- EXHIBIT INDEX The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission and are referred to and incorporated by reference to such filings.
Exhibit No. Description Sec Document Reference --- ----------- ---------------------- 3.1 Restated Articles of Organization of the Company, Exhibit 3.01 to the Company's Quarterly Report on as amended Form 10-Q for the quarter ended July 2, 2000. 3.2 Amended and Restated Bylaws of the Company Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 4.1 Rights Agreement between the Company and Fleet Exhibit 4.1 to the Company's Form 8-K filed November 20, 2000. National Bank dated as of November 17, 2000 4.2 Indenture by and between the Company and State Exhibit 4.4 to the Company's Registration Statement Street Bank and Trust Company as Trustee dated on Form S-3 (Registration Statement No. as of October 24, 2001, including the form of 333-75632). Note 4.3 Form of Note Included in Exhibit 4.4 to the Company's Registration Statement on Form S-3 (Registration Statement No. 333-75632). 4.4 Registration Rights Agreement by and between the Exhibit 4.6 to the Company's Registration Statement Company and Goldman, Sachs & Co. and Banc of on Form S-3 (Registration Statement No. 333-75632). America Securities LLC dated as of October 24, 2001 10.1 Teradyne, Inc. Supplemental Executive Retirement Exhibit 10.4 to the Company's Annual Report on Form Plan* 10-K for the fiscal year ended December 31, 1997. 10.2 1991 Employee Stock Option Plan, as amended* Exhibit 4.2 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-07177) 10.3 Amendment to 1991 Stock Plan dated March 9, 2001* Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. 10.4 Megatest Corporation 1990 Stock Option Plan* Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-64683) 10.5 Megatest Corporation Director Stock Option Plan* Exhibit 4.2 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-64683) 10.6 1996 Employee Stock Purchase Plan, as amended* Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. 10.7 Master Lease Agreement between Megatest and Exhibit 10.10 to the Company's Annual Report on General Electric Capital Corporation dated Form 10-K for the fiscal year ended December 31, 1995. August 10, 1995 -4- 10.8 Loan and Security Agreement between Megatest and Exhibit 10.11 to the Company's Annual Report on the CIT Group/Equipment Financing, Inc. dated Form 10-K for the fiscal year ended December 31, 1995. August 14, 1995 10.9 Deed of Trust, Financing Statement, Security Exhibit 10.12 to the Company's Annual Report on Agreement and Fixture Filing between Megatest Form 10-K for the fiscal year ended December 31, and the Sun Life Assurance Company of Canada 1995. (U.S.) dated August 25, 1995 10.10 1997 Employee Stock Option Plan, as amended* Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 2001. 10.11 1996 Non-Employee Director Stock Option Plan, as Exhibit 10.11 to the Company's Annual Report on amended* Form 10-K for the fiscal year ended December 31, 2001. 10.12 GenRad, Inc. 1991 Equity Incentive Plan* Exhibit 4.4 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-73700). 10.13 GenRad, Inc. 1991 Directors' Stock Option Plan* Exhibit 4.5 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-73700). 10.14 GenRad, Inc. 1997 Non-Qualified Employee Stock Exhibit 4.6 to the Company's Registration Statement Option Plan* on Form S-8 (Registration Statement No. 333-73700). 10.15 GenRad, Inc. Non-Statutory Stock Option Agreement Exhibit 4.7 to the Company's Registration Statement by and between Robert M. Dutkowsky and GenRad, on Form S-8 (Registration Statement No. 333-73700). Inc.* 10.16 Change in Control Agreement dated October 19, 2001 Exhibit 10.16 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.17 Change in Control Agreement dated October 19, 2001 Exhibit 10.17 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.18 Change in Control Agreement dated October 19, 2001 Exhibit 10.18 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.19 Change in Control Agreement dated March 19, 2002 Exhibit 10.19 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.20 Change in Control Agreement dated October 19, 2001 Exhibit 10.20 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.21 Change in Control Agreement dated October 2, 2001 Exhibit 10.21 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.22 Change in Control Agreement dated October 19, 2001 Exhibit 10.22 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. -5- 10.23 Change in Control Agreement dated October 19, 2001 Exhibit 10.23 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.24 Change in Control Agreement dated October 19, 2001 Exhibit 10.24 to the Company's Annual Report on between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001. 10.25 Promissory Note dated December 19, 2001 between Exhibit 10.25 to the Company's Annual Report on the Company, as borrower, and General Electric Form 10-K for the fiscal year ended December 31, 2001. Capital Business Asset Funding Corporation, as lender 10.26 Form of Commercial Deed of Trust, Security Exhibit 10.26 to the Company's Annual Report on Agreement, Assignment of Leases and Rents, and Form 10-K for the fiscal year ended December 31, 2001. Fixture Filing Agreement dated December 19, 2001 between the Company, as borrower, and General Electric Capital Business Asset Funding Corporation, as lender 10.27 Form of Assignment of Rents and Leases Agreement Exhibit 10.27 to the Company's Annual Report on dated December 19, 2001 between the Company, as Form 10-K for the fiscal year ended December 31, 2001. borrower, and General Electric Capital Business Asset Funding Corporation, as lender 10.28 Form of Certificate and Indemnity Agreement Exhibit 10.28 to the Company's Annual Report on regarding Hazardous Substances dated December Form 10-K for the fiscal year ended December 31, 2001. 19, 2001 between the Company, as borrower, and General Electric Capital Business Asset Funding corporation, as lender 10.29 Lease Agreements dated July 26, 1996 between Exhibit 10 to GenRad, Inc.'s Quarterly Report on GenRad, Inc. and Michelson Farm-Westford Form 10-Q for the quarter ended June 29, 1996 Technology Park Trust (Commission File No. 1-8045). 12.1 Statement regarding computation of Ration of Exhibit 12.1 to the Company's Annual Report on Form Earnings to Fixed Charges 10-K for the fiscal year ended December 31, 2001. 21.1 Subsidiaries of the Company Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. 23.1 Consent of PricewaterhouseCoopers LLP Exhibit 23.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. 99.1 Financial Statements of the GenRad Choice Investment Plan as of and for the years ended December 31, 2001 and 2000 and Additional Information Required for Form 5500 for the year Filed herewith. ended December 31, 2001
- ------------------------ * Indicates management contracts or compensatory plans. -6- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this first amendment to its annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this the 28th day of June, 2002. TERADYNE, INC. By: /s/ Gregory R. Beecher ----------------------- Gregory R. Beecher Vice President and Chief Financial Officer -7- EX-99.1 3 a2083275zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 GENRAD CHOICE INVESTMENT PLAN Financial Statements as of and for the years ended December 31, 2001 and 2000 Additional Information Required for Form 5500 for the year ended December 31, 2001 GENRAD CHOICE INVESTMENT PLAN Table of Contents - --------------------------------------------------------------------------------
Page Number ----------- REPORT OF INDEPENDENT ACCOUNTANTS 1 BASIC FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 - 7 ADDITIONAL INFORMATION * Schedule I - Schedule of Assets (Held at End of Year) 8
* Other supplemental schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the GenRad Choice Investment Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the GenRad Choice Investment Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. As discussed in Notes 1 and 7 to the financial statements, the Board of Directors of Teradyne, Inc. voted on November 15, 2001 to merge the Plan into the Teradyne, Inc. Savings Plan. PricewaterhouseCoopers LLP June 26, 2002 Boston, Massachusetts GENRAD CHOICE INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS - --------------------------------------------------------------------------------
As of December 31, 2001 2000 --------------------------- ASSETS Investments, at fair value Registered investment companies: Vanguard International Growth Fund $ 1,601,563 $ 2,107,508 Vanguard LifeStrategy Conservative Growth Fund 351,867 454,415 Vanguard LifeStrategy Growth Fund 3,428,130 4,119,349* Vanguard LifeStrategy Income Fund 102,697 123,471 Vanguard LifeStrategy Moderate Growth Fund 1,986,215 1,952,242 Vanguard Prime Money Market Fund 9,371,215 10,298,237* Vanguard PRIMECAP Fund 10,989,927 13,480,531* Vanguard Total Bond Market Index Fund 3,419,964 2,681,620 Vanguard Wellington Fund 11,776,537 12,340,557* Vanguard Windsor II Fund 14,359,585 15,349,756* ----------- ----------- 57,387,700 62,907,686 Teradyne Common Stock Fund 1,170,072 -- GenRad Common Stock Fund -- 2,492,122 Participant Loans 674,874 1,077,955 ----------- ----------- Total Assets 59,232,646 66,477,763 ----------- ----------- LIABILITIES Transfer payables (Note 7) 59,232,646 -- ----------- ----------- Total Liabilities 59,232,646 -- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ -- $66,477,763 =========== ===========
* Represents 5% or more of net assets available for benefits. The accompanying notes are an integral part of the financial statements. -2- GENRAD CHOICE INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - --------------------------------------------------------------------------------
Year Ended December 31, 2001 2000 ------------------------------ ADDITIONS Investment income: Interest and dividend income, investments $ 2,274,491 $ 4,050,793 Interest income, participant loans 75,648 75,292 Net depreciation in fair value of investments (5,746,011) (1,560,058) ------------ ------------ (3,395,872) 2,566,027 ------------ ------------ Contributions: Employer 1,068,493 1,921,353 Participant 4,469,385 5,293,589 ------------ ------------ 5,537,878 7,214,942 ------------ ------------ Asset transfers in 1,441 3,394,948 ------------ ------------ TOTAL ADDITIONS 2,143,447 13,175,917 ------------ ------------ DEDUCTIONS Payment of benefits 9,362,753 5,816,076 Asset tranfers out (Note 7) 59,232,646 -- Administrative expenses 25,811 23,772 ------------ ------------ Total deductions 68,621,210 5,839,848 ------------ ------------ NET (DECREASE) INCREASE (66,477,763) 7,336,069 Net assets available for plan benefits: Beginning of period 66,477,763 59,141,694 ------------ ------------ End of period $ -- $ 66,477,763 ============ ============
The accompanying notes are an integral part of the financial statements. -3- GENRAD CHOICE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN As more fully described in Note 7, the GenRad Choice Investment Plan (the "Plan") ceased to exist as of December 31, 2001 and effective January 1, 2002 was merged into the Teradyne, Inc. Savings Plan (the "Teradyne Plan"). The following description of the Plan provides only general information that is applicable through December 31, 2001. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering all full-time employees of GenRad, Inc. (the "Company") who have at least one month of service with the Company or any of its subsidiaries. The Plan was established on December 31, 1943 and has been amended from time to time. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is administered by an administrative committee appointed by the Company. As a result of acquisitions by the Company, the SRT Savings, Profit-Sharing and Retirement Plan and the Nicolet Instrument Corporation Retirement Savings Plan were merged with and into the Plan effective March 24, 2000. On April 23, 2001, the Company sold its North American Test Technology Associates division. On October 26, 2001, Teradyne, Inc. acquired the Company. CONTRIBUTIONS Participants may contribute up to 15% of their annual compensation to the extent that the contributions comply with Internal Revenue Code ("IRC") limitations. These contributions are not subject to federal income taxes until withdrawn, in accordance with Section 401(k) of the IRC. The Company matches 50% of employee contributions, up to a maximum of 10% of compensation paid. The Plan also includes a profit-sharing component, whereby the Company may make a contribution from its consolidated current or accumulated earnings in an amount determined by the Board of Directors on or before the last day of the Company's fiscal year. No profit-sharing contributions were made during 2001 or 2000. PARTICIPANT ACCOUNTS A separate account is maintained for each investment option of a participant by type of contribution. Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contributions and, (b) Plan earnings, and charged with an allocation of administrative expenses. Plan earnings are allocated and credited to the account daily based on the adjusted balance of each participant's account. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Administrative expenses are charged to each participant's account on a quarterly basis totaling $20 annually. VESTING Participants who were employees of the Company on or prior to December 31, 1995 are fully vested in all Company and employee voluntary contributions plus actual earnings thereon upon entering the Plan. Participants who became employees subsequent to December 31, 1995 are fully vested in all employee contributions and earnings thereon upon entering the Plan. Company contributions and related earnings for these participants, however, vest at a rate of 25% per year of service. -4- GENRAD CHOICE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms can be no longer than five years or up to fifteen years for the purchase of a primary residence. The loans are collateralized by the balance in the participant's account and bear interest at a rate commensurate with the prime rate plus 1% at the date the loan is issued. Interest rates for participant loans outstanding at December 31, 2001 ranged from 6.00% to 9.75% percent. Principal and interest is paid ratably through monthly payroll deductions. PAYMENT OF BENEFITS In case of a normal retirement, retirement due to permanent disability or termination of employment, participants may elect to receive the value of their vested account balance in a lump sum, in accordance with the provisions of the Plan. In the event that a participant dies before retirement, the beneficiary will receive the value of the participant's vested account balance in a lump-sum distribution, less the value of outstanding loans made to the participant. Participants qualifying for a hardship withdrawal may receive all or a portion of their contributions, plus investment return earned thereon, but not more than the amount necessary to meet the financial hardship. FORFEITED ACCOUNTS Forfeitures of non-vested employer contributions by terminated participants may be used to reduce employer matching contributions. Forfeitures of $825,231 and $0 were used to offset Company contributions during the years ended December 31, 2001 and 2000, respectively. Forfeited non-vested accounts totaled $20,437 and $301,753 at December 31, 2001 and 2000, respectively. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The following accounting policies, which conform to accounting principles generally accepted in the United States of America, have been used consistently in the preparation of the Plan's financial statements: BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The Company stock fund is valued at its year-end unit closing price (comprised of common stock at year-end -5- GENRAD CHOICE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- market price plus uninvested cash position). Participant loans are valued at cost which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. PAYMENT OF BENEFITS Benefits are recorded when paid. NOTE 3 - RELATED PARTY TRANSACTIONS The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for Plan investments. Transactions in such investments qualify as party-in-interest transactions and are exempt from the prohibited transaction rules. On October 26, 2001, pursuant to an acquisition of the Company by Teradyne, Inc., shares of GenRad common stock held in participant accounts in the GenRad Company Stock Fund were exchanged for Teradyne, Inc. common stock. For each share of GenRad common stock exchanged, participants received 0.1733 of a share of Teradyne, Inc. common stock. NOTE 4 - PLAN EXPENSES The Company pays a portion of the expenses for services necessary for the administration of the Plan. NOTE 5 - INVESTMENTS During 2001 and 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:
2001 2000 ----------- ----------- Registered investment companies $(4,546,029) $ (284,793) Common Stock (1,199,982) (1,275,265) ----------- ----------- $(5,746,011) $(1,560,058) =========== ===========
-6- GENRAD CHOICE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 6 - TAX STATUS The Internal Revenue Service determined and informed the Company by letter dated July 3, 1995, that the Plan was qualified under Internal Revenue Code ("IRC") Section 401(a). The Plan has been amended since receiving the determination letter. However, the Company believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE 7 - PLAN MERGER The Board of Directors of Teradyne, Inc. voted on November 15, 2001 to merge the participants and their account balances into the Teradyne Plan. The Plan ceased to exist on December 31, 2001 and effective January 1, 2002, the plan provisions of the Teradyne Plan govern. The transfer payables amount represents a complete transfer of assets to the Teradyne Plan. -7- ADDITIONAL INFORMATION REQUIRED FOR FORM 5500 GENRAD CHOICE INVESTMENT PLAN Schedule I SCHEDULE OF ASSETS (HELD AT END OF YEAR) - -------------------------------------------------------------------------------- GenRad Choice Investment Plan, EIN 04-1360950 Attachment to Form 5500, Schedule H, Part IV, Line i:
Identity of Issue Investment Type Current Value - -------------------------------------------------------------------------------------------------------------------------------- * Vanguard International Growth Fund Registered Investment Company $ 1,601,563 * Vanguard Life Strategy Conservative Growth Fund Registered Investment Company 351,867 * Vanguard Life Strategy Growth Fund Registered Investment Company 3,428,130 * Vanguard LifeStrategy Income Fund Registered Investment Company 102,697 * Vanguard LifeStrategy Moderate Growth Fund Registered Investment Company 1,986,215 * Vanguard Prime Money Market Fund Registered Investment Company 9,371,215 * Vanguard PRIMECAP Fund Registered Investment Company 10,989,927 * Vanguard Total Bond Market Index Fund Registered Investment Company 3,419,964 * Vanguard Wellington Fund Registered Investment Company 11,776,537 * Vanguard Windsor II Fund Registered Investment Company 14,359,585 * Teradyne, Inc. Common Stock 1,170,072 GenRad Choice Investment Plan Participant Loans (6.00% - 9.75%) 674,874 ------------- TOTAL ASSETS $ 59,232,646 =============
* Party in Interest -8- -----END PRIVACY-ENHANCED MESSAGE-----