-----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, VjBAp4hGsvb9wP4GuMxA0FJWKIxZBoLGDmmS37ordAeLp4zovxQv4Jb0YNuq2cTb /GB1Wc+QZLaFC3PptT0jiQ== 0000927016-02-005981.txt : 20021219 0000927016-02-005981.hdr.sgml : 20021219 20021219104135 ACCESSION NUMBER: 0000927016-02-005981 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021219 EFFECTIVENESS DATE: 20021219 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101983 FILM NUMBER: 02862520 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 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 19, 2002. Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) ----------------------------- Teradyne, Inc. 1996 Employee Stock Purchase Plan (Full Title of the Plan) ----------------------------- 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) ----------------------------- Copies to: Paul G. Igoe, Esq. Kevin M. Barry, Esq. Teradyne, Inc. Testa, Hurwitz & Thibeault, LLP 321 Harrison Avenue 125 High Street Boston, Massachusetts 02118 Boston, Massachusetts 02110 (617) 482-2700 (617) 248-7000 ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
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 5,000,000 $13.425 (1) $67,125,000 $6,175.50 (Par Value $.125) TOTAL: 5,000,000 shares $67,125,000 $6,175.50 ================ =========== ========= Common Stock Purchase Rights (2) - - - -
================================================================================ (1) The exercise price applicable to such shares is not currently known. The price of $13.425 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 December 13, 2002, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. (2) 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. ================================================================================ This Registration Statement registers additional securities of the same class as other securities for which Registration Statement Nos. 333-07177 and 333-56373 on Form S-8, each relating to the Registrant's 1996 Employee Stock Purchase Plan, as filed with the Securities and Exchange Commission (the "Commission") on June 28, 1996 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. 333-07177 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, 2001 (File No. 001-06462). b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 29, 2002, and Current Reports on Form 8-K filed on February 5, 2002 and August 9, 2002 (all 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 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 1996 Employee Stock Purchase Plan, as amended (filed as Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended June 30, 2002, 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)** - ---------------- * 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 19th day of December, 2002. Teradyne, Inc. By: /s/ Gregory R. Beecher ------------------------------------------ Gregory R. Beecher Vice President and Chief Financial Officer We, the undersigned officers and directors of Teradyne, Inc., hereby severally constitute and appoint George W. Chamillard, Gregory R. Beecher and William B. Asher, Jr., 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Capacity Date /s/ George W. Chamillard Chief Executive Officer, December 19, 2002 - ------------------------- President and Chairman George W. Chamillard (Principal Executive Officer) /s/ Gregory R. Beecher Vice President and Chief December 19, 2002 - ------------------------- Financial Officer (Principal Gregory R. Beecher Financial Officer) /s/ G. Richard MacDonald Controller (Principal Accounting December 19, 2002 - ------------------------- Officer) G. Richard MacDonald /s/ James W. Bagley - ------------------------- James W. Bagley Director December 19, 2002 /s/ Albert Carnesale - ------------------------- Albert Carnesale Director December 19, 2002 /s/ John P. Mulroney - ------------------------- John P. Mulroney Director December 19, 2002 /s/ Vincent M. O'Reilly - ------------------------- Vincent M. O'Reilly Director December 19, 2002 /s/ Roy A. Vallee - ------------------------- Roy A. Vallee Director December 19, 2002 /s/ Patricia S. Wolpert - ------------------------- Patricia S. Wolpert Director December 19, 2002 EXHIBIT INDEX Exhibit No. Description of Exhibit 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 1996 Employee Stock Purchase Plan, as amended (filed as Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended June 30, 2002, 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)** - ----------------- * 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. EX-5 3 dex5.txt OPINION OF TESTA, HURWITZ & THIBEAULT LLP EXHIBIT 5 --------------------- TESTA, HURWITZ & THIBEAULT, LLP --------------------- ATTORNEYS AT LAW 125 High Street Office (617) 248-7000 Boston, Massachusetts 02110 Fax (617) 248-7100 December 19, 2002 Teradyne, Inc. 321 Harrison Avenue Boston, MA 02118 Re: Registration Statement on Form S-8 Relating to the Teradyne, Inc. 1996 Employee Stock Purchase Plan Filed December 19, 2002 Ladies and Gentlemen: Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") filed by Teradyne, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of five million (5,000,000) shares of Common Stock, $.125 par value, of the Company (the "Shares"). We are counsel to the Company and are familiar with the proceedings of its stockholders and Board of Directors. We have examined original or certified copies of the Company's Restated Articles of Organization, as amended, the Company's Amended and Restated Bylaws, and such other certificates, documents, records and materials as we have deemed necessary in connection with this opinion letter. We have relied, without independent investigation, upon a certificate of an officer of the Company with respect to certain factual matters relevant to this opinion letter. We are members only of the Bar of the Commonwealth of Massachusetts and are not experts in, and express no opinion regarding, the laws of any jurisdictions other than the Commonwealth of Massachusetts and the federal securities laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares proposed to be issued by the Company pursuant to the Teradyne, Inc. 1996 Employee Stock Purchase Plan (the "Plan") will be, upon receipt of the consideration provided for in the Plan and when the Company's Board of Directors shall have taken appropriate final action in connection with the issuance and sale of such Shares, validly issued, fully paid and nonassessable after issuance of such Shares in accordance with the terms of the Plan. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Testa, Hurwitz & Thibeault, LLP TESTA, HURWITZ & THIBEAULT, LLP EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 15, 2002 relating to the financial statements and financial statement schedule of Teradyne, Inc., which appears in Teradyne, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. PricewaterhouseCoopers LLP Boston, Massachusetts December 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----