EX-99.(A)(1)(C) 4 dex99a1c.htm NOTICE OF GUARANTEED DELIVERY Notice of Guaranteed Delivery

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

to Tender Shares of Common Stock of

NEXTEST SYSTEMS CORPORATION

at

$20.00 NET PER SHARE

pursuant to the Offer to Purchase

dated December 21, 2007

by

NAC EQUIPMENT CORPORATION

a wholly owned subsidiary of

TERADYNE, INC.

 

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00

MIDNIGHT, NEW YORK CITY TIME, AT THE END OF WEDNESDAY, JANUARY 23, 2008,

UNLESS THE OFFER IS EXTENDED.

This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $0.001 per share, of Nextest Systems Corporation and any other documents required by the Letter of Transmittal cannot be delivered to the Depositary by the expiration of the Offer. Such form may be delivered by hand, or transmitted by telex, facsimile transmission, or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

LOGO

 

By Mail:   

By Facsimile

(For Eligible Institutions Only):

   By Overnight Mail or Courier:

Computershare Trust Company, N.A.

P.O. Box 43011

Providence, RI 02940-3011

Attn: Corporate Actions Voluntary Offer

  

(617) 360-6810

 

Confirm by Telephone

(For Eligible Institutions Only): (781) 575-2332

  

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attn: Corporate Actions Voluntary Offer

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

 

¨ CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen: The undersigned hereby tenders to NAC Equipment Corporation, a Delaware corporation (“Offeror”) and a wholly owned subsidiary of Teradyne, Inc., a Massachusetts corporation (“Parent”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 21, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged,                        shares of common stock, par value $0.001 per share (the “Shares”), of Nextest Systems Corporation, a Delaware corporation (the “Company”), pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. The Offer is being made in connection with the Agreement and Plan of Merger, dated December 11, 2007, by and among Offeror, Parent and the Company (the “Merger Agreement”).


Certificate Number(s) (if available)

 

 

  

SIGN HERE

 

 

 

 

 

  

Signature(s)

 

 

    

(Name(s)) (Please Print)

 

 

    

(Addresses)

 

 

     (Zip Code)

If delivery will be by book-entry transfer,

Name of Tendering Institution

 

  

 

 

Account Number

  

(Area Code and Telephone Number)

 

GUARANTEE (Not to be used for signature guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees that (i) the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (ii) such tender of Shares complies with Rule 14e-4 and (iii) it will deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal and certificates for the Shares to be tendered or, in the case of a book-entry delivery, an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, all within three Nasdaq Global Market trading days of the date hereof.

 

 

(Name of Firm)

 

 

(Address)

 

 

(Zip Code)

 

 

(Authorized Signature)

 

 

(Name)

 

 

(Area Code and Telephone Number)

Dated                      , 200    

 

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL

 

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