-----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, A3I+/8tw6MRbyU8pGAEmmrdBpp4DeAuRxUzeWkjYrEL3pIiLhdO+428LuqN33+f9 IOQKydJDTNUo7TM6+4MZ9Q== 0000950135-01-502619.txt : 20010822 0000950135-01-502619.hdr.sgml : 20010822 ACCESSION NUMBER: 0000950135-01-502619 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010821 EFFECTIVENESS DATE: 20010821 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: 333-68074 FILM NUMBER: 1720542 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 b40287tis-8.txt TERADYNE, INC 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2001. REGISTRATION NO. 333-________ ================================================================================ 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) ----------------------------- TERADYNE, INC. 1997 EMPLOYEE STOCK OPTION 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: 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 ================================================================================ 2 -2- 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 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 ================= ================= =========== Common Stock Purchase Rights (15) -- -- -- ===================================================================================================================
(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. 3 -3- (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. ================================================================================ 4 -4- 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 ----------- ---------------------- 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)* 5 -5- 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)** - ---------------------- * 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. 6 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 ------------------------------------------ Gregory R. Beecher Vice President and Chief Financial Officer 7 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 --------- -------- ---- /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 - ------------------------------------ James W. Bagley /s/ Albert Carnesale Director August 21, 2001 - ------------------------------------ Albert Carnesale /s/ Daniel S. Gregory Director August 21, 2001 - ------------------------------------ Daniel S. Gregory /s/ Dwight H. Hibbard Director August 21, 2001 - ------------------------------------ Dwight H. Hibbard /s/ John P. Mulroney Director August 1, 2001 - ------------------------------------ John P. Mulroney
8 /s/ Vincent M. O'Reilly Director August 21, 2001 - ------------------------------------ Vincent M. O'Reilly /s/ Richard J. Testa Director August 21, 2001 - ------------------------------------ Richard J. Testa /s/ Roy A. Vallee Director August 1, 2001 - ------------------------------------ Roy A. Vallee /s/ Patricia S. Wolpert Director August 1, 2001 - ------------------------------------ Patricia S. Wolpert 9 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 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)** - --------------------- * 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 b40287tiex5.txt OPINION OF TESTA,HURWITZ,THIBEAULT, LLP 1 EXHIBIT 5 --------------------- TESTA, HURWITZ & THIBEAULT, LLP --------------------- ATTORNEYS AT LAW 125 High Street Office (617) 248-7000 Boston, Massachusetts 02110 Fax (617) 248-7100 August 21, 2001 Teradyne, Inc. 321 Harrison Avenue Boston, MA 02118 Re: Registration Statement on Form S-8 Relating to the 1997 Employee Stock Option Plan Filed August 21, 2001 ----------------------------------------------------- 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 thirty-five million (35,000,000) 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 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 1997 Employee Stock Option Plan (the "Plan") will be, upon receipt of the consideration provided for in the Plan and the option agreements evidencing the options pursuant to which such Shares are issued, validly issued, fully paid and nonassessable after issuance of such Shares in accordance with the terms of the Plan and the option agreements evidencing the options pursuant to which such Shares are issued. 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 b40287tiex23-2.txt CONSENT OF INDEPENDENT ACCOUNTANTS 1 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, 2001 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, 2000. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts August 20, 2001 -----END PRIVACY-ENHANCED MESSAGE-----