8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2008

Teradyne, Inc.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-06462	04-2272148
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Riverpark Drive, North Reading, Massachusetts	01864
(Address of Principal Executive Offices)	(Zip Code)

(978) 370-2700

(Registrant’s telephone number, including area code)

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of an Acquisition or Disposition of Assets.

On January 25, 2008, Teradyne, Inc. (“Teradyne”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting its acquisition of Nextest Systems Corporation (“Nextest”). This Amendment No. 1 to the Initial Form 8-K amends and supplements the Initial Form 8-K to include financial statements and pro forma financial information required by Item 9.01(a) and Item 9.01(b) of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The following unaudited interim condensed consolidated financial statements of Nextest are filed hereto as Exhibit 99.2 and incorporated herein by reference:

Nextest Condensed Consolidated Financial Statements as of September 29, 2007 and for the quarterly period ended September 29, 2007.

The following audited consolidated financial statements of Nextest and the related report of its independent registered public accounting firm are filed hereto as Exhibit 99.3 and incorporated herein by reference:

Nextest Consolidated Financial Statements as of June 30, 2007 and June 30, 2006 and for years ended June 30, 2007, June 24, 2006 and June 25, 2005.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Teradyne as of September 30, 2007 and unaudited pro forma condensed combined statements of operations for the year ended December 31, 2006 and for the nine months ended September 30, 2007 and the notes to such unaudited pro forma condensed combined financial statements are attached hereto as Exhibit 99.4 and incorporated herein by reference.

(d) Exhibits

Exhibit	Description
23.1	Consent of PricewaterhouseCoopers LLP.
99.2(1)	Nextest Unaudited Condensed Consolidated Financial Statements as of September 29, 2007 and for the quarterly period ended September 29, 2007.
99.3(2)	Nextest Audited Consolidated Financial Statements as of June 30, 2007 and June 30, 2006 and for years ended June 30, 2007, June 24, 2006 and June 25, 2005.
99.4	Unaudited Pro Forma Condensed Combined Balance Sheet of Teradyne as of September 30, 2007 and Unaudited Pro Forma Condensed Combined Condensed Statements of Operations of Teradyne for the year ended December 31, 2006 and for the nine months ended September 30, 2007 and the notes to such unaudited pro forma condensed combined financial statements.

(1) Incorporated by reference to Nextest’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.

(2) Incorporated by reference to Nextest’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007.

2

SIGNATURE

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.
Date: April 8, 2008	By:	/s/ Gregory R. Beecher
	Name:	Gregory R. Beecher
	Title:	Vice President, Chief Financial Officer and Treasurer

3

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-75632 and 333-47564) and Form S-8 (Nos. 333-149017; 333-143231; 333-134519; 333-116632; 333-101983; 333-73700; 333-68074; 333-56373; 333-32547; 333-26045; 333-07177; 033-55123; and 33-42352) of Teradyne, Inc. of our report dated September 7, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Nextest Systems Corporation’s Annual Report on Form 10-K for the year ended June 30, 2007, which is incorporated by reference in this Current Report on Form 8-K/A.

/s/ PricewaterhouseCoopers LLP

San Jose, California

April 7, 2008

EX-99.4

Exhibit 99.4

Teradyne, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On January 24, 2008, Teradyne, Inc. (“Teradyne”) completed its acquisition of Nextest Systems Corporation (“Nextest”). Teradyne acquired all the outstanding shares of common stock of Nextest, at a price of $20.00 per share in cash, without interest and subject to any required withholding of taxes.

For the purposes of these unaudited pro forma condensed combined financial statements, the acquisition is assumed to have occurred as of January 1, 2006 with respect to the unaudited pro forma condensed combined statements of operations and as of September 30, 2007 with respect to the unaudited pro forma condensed combined balance sheet.

Teradyne and Nextest have different fiscal year ends, which end on December 31 and the last Saturday in June, respectively. As a result, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 has been derived from:

• the audited historical consolidated statement of operations of Teradyne for the year ended December 31, 2006; and

• the unaudited historical condensed consolidated statements of operations of Nextest for the four fiscal quarters ended December 23, 2006.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2007 has been derived from:

• the unaudited historical condensed consolidated statement of operations of Teradyne for the nine months ended September 30, 2007; and

• the unaudited historical condensed consolidated statements of operations of Nextest for the three fiscal quarters ended September 29, 2007.

The unaudited pro forma condensed combined balance sheet as of September 30, 2007 has been derived from:

• the unaudited historical condensed consolidated balance sheet of Teradyne as of September 30, 2007; and

• the unaudited historical condensed consolidated balance sheet of Nextest as of September 29, 2007.

Because these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the acquisition, the actual amounts recorded for the acquisition may differ materially from the information presented in these unaudited pro forma condensed combined financial statements. The total purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed based on management’s preliminary estimates of fair value, with the excess cost over net tangible and identifiable intangible assets acquired being allocated to goodwill. Definitive allocations will be performed and finalized. Accordingly, the purchase allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value.

The unaudited pro forma condensed combined statements of operations do not reflect nonrecurring charges resulting from the acquisition transaction. The nonrecurring charges resulting from the acquisition transaction include in-process research and development and fair value of acquired inventory.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position of Teradyne that would have been reported had the acquisition and cash payments been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of Teradyne. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma statements of operations do not reflect any operating efficiencies and cost savings that Teradyne may achieve with respect to the combined companies.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Teradyne and Nextest included in their respective annual reports on Form 10-K and quarterly reports on Form 10-Q.

Teradyne, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2007

(In thousands)

	September 30, 2007 Teradyne Historical			September 29, 2007 Nextest Historical		Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	429,078		$	67,888	$	(373,916	)(A)	$	123,050
Marketable securities		187,176			9,758		—			196,934
Accounts receivable, net		231,561			19,882		—			251,443
Inventories
Parts		38,344			11,201		(1,793	)(B)		47,752
Assemblies in process		53,508			4,509		3,164	(C)		61,181
Finished goods		—			6,540		1,182	(C)		7,722
		91,852			22,250		2,553			116,655
Deferred tax assets		—			2,772		(1,448	)(D)		1,324
Prepayments and other current assets		31,345			6,111		—			37,456
Total current assets		971,012			128,661		(372,811	)		726,862
Property, plant and equipment, at cost		821,849			18,015		3,007	(B)		842,871
Less: accumulated depreciation		470,137			5,943		1,214	(B)		477,294
Net property, plant and equipment		351,712			12,072		1,793	(B)		365,577
Deferred tax assets		—			1,738		(497	)(D)		1,241
Marketable securities		131,409			—		—			131,409
Goodwill		69,147			—		177,589	(E)		246,736
Intangible and other assets		36,622			311		99,800	(E)		136,733
Retirement plans assets		36,400			—		—			36,400
Total assets	$	1,596,302		$	142,782	$	(94,126	)	$	1,644,958
LIABILITIES
Current liabilities:
Accounts payable	$	64,516		$	4,687	$	—		$	69,203
Accrued employees’ compensation and withholdings		65,188			2,243		2,335	(F)		69,766
Deferred revenue and customer advances		38,711			5,891		(5,691	)(G)		38,911
Other accrued liabilities		48,375			5,527		—			53,902
Income taxes payable		5,262			28		—			5,290
Total current liabilities		222,052			18,376		(3,356	)		237,072
Retirement plans liabilities		83,736			—		—			83,736
Deferred tax liabilities		—			—		2,565	(H)		2,565
Long-term other accrued liabilities		21,071			3,922		(625	)(I)		24,368
Total liabilities		326,859			22,298		(1,416	)		347,741
SHAREHOLDERS’ EQUITY
Common stock		22,227			18		(18	)(J)		22,227
Additional paid-in capital		1,136,748			105,994		(77,120	)(J)		1,165,622
Accumulated other comprehensive loss		(57,065	)		—		—			(57,065	)
Retained earnings		167,533			14,472		(15,572	)(J)		166,433
Total shareholders’ equity		1,269,443			120,484		(92,710	)		1,297,217
Total liabilities and shareholders’ equity	$	1,596,302		$	142,782	$	(94,126	)	$	1,644,958

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

Teradyne, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2006

(In thousands, except per share data)

	Teradyne Historical For the Year Ended December 31, 2006			Nextest Historical For the Four Fiscal Quarters Ended December 23, 2006			Pro Forma Adjustments			Pro Forma Combined
Net Revenue:
Products	$	1,118,811		$	91,796		$	—		$	1,210,607
Services		237,438			4,032			—			241,470
Total net revenue		1,356,249			95,828			—			1,452,077
Cost of revenue:
Cost of products		550,312			41,988			—			592,300
Cost of services		154,055			2,349			—			156,404
Total cost of revenue		704,367			44,337			—			748,704
Gross profit		651,882			51,491						703,373
Operating expenses:
Engineering and development		202,436			9,017			—			211,453
Selling and administrative		283,012			23,074			17,176	(K)		323,262
Restructuring and other, net		(36,033	)		—			—			(36,033	)
Total operating expense		449,415			32,091			17,176			498,682
Income (loss) from operations		202,467			19,400			(17,176	)		204,691
Interest income		44,624			2,781			(18,695	)(L)		28,710
Interest expense		(11,060	)		(67	)		—			(11,127	)
Income (loss) from continuing operations before income taxes		236,031			22,114			(35,871	)		222,274
Provision (benefit) for income taxes		27,869			7,328			(654	)(M)		34,543
Income (loss) from continuing operations	$	208,162		$	14,786		$	(35,217	)	$	187,731
EARNINGS PER SHARE INFORMATION:
Weighted average common shares:
Basic		194,729			—			—			194,729
Diluted		204,414			—			3,123	(N)		207,537
Income from continuing operations per common share:
Basic	$	1.07			—			—		$	0.96
Diluted	$	1.06			—			—		$	0.94

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

Teradyne, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended September 30, 2007

(In thousands, except per share data)

	Teradyne Historical For the Nine Months Ended September 30, 2007			Nextest Historical For the Three Fiscal Quarters Ended September 29, 2007			Pro Forma Adjustments			Pro Forma Combined
Net revenue:
Products	$	663,435		$	53,877		$	—		$	717,312
Services		178,429			4,037			—			182,466
Total net revenue		841,864			57,914						899,778
Cost of revenue:
Cost of products		329,597			26,392			—			355,989
Cost of services		117,404			2,210			—			119,614
Total cost of revenue		447,001			28,602			—			475,603
Gross profit		394,863			29,312			—			424,175
Operating expenses:
Engineering and development		153,924			8,223			—			162,147
Selling and administrative		188,642			19,850			12,657	(K)		221,149
In-process research and development		16,700			—			—			16,700
Restructuring and other, net		(304	)		—			—			(304	)
Total operating expense		358,962			28,073			12,657			399,692
Income (loss) from operations		35,901			1,239			(12,657	)		24,483
Interest income		27,182			2,784			(14,021	)(L)		15,945
Interest expense		(629	)		(94	)		—			(723	)
Other income and expense, net		1,832			—			—			1,832
Income (loss) from continuing operations before income taxes		64,286			3,929			(26,678	)		41,537
Provision (benefit) for income taxes		9,556			1,251			(105	)(M)		10,702
Income (loss) from continuing operations	$	54,730		$	2,678		$	(26,573	)	$	30,835
EARNINGS PER SHARE INFORMATION:
Weighted average common shares:
Basic		187,527			—			—			187,527
Diluted		189,222			—			3,091	(N)		192,313
Income from continuing operations per common share:
Basic	$	0.29			—			—		$	0.16
Diluted	$	0.29			—			—		$	0.16

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

TERADYNE, INC.

1. BASIS OF PRO FORMA PRESENTATION

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Teradyne, Inc. (“Teradyne”) and Nextest Systems Corporation (“Nextest”) after giving effect to Teradyne’s acquisition of Nextest and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. Teradyne acquired all of the outstanding shares of Nextest on January 24, 2008.

For the purposes of these unaudited pro forma condensed combined financial statements, the acquisition is assumed to have occurred as of January 1, 2006 with respect to the unaudited pro forma condensed combined statements of operations and as of September 30, 2007 with respect to the unaudited pro forma condensed combined balance sheet.

Teradyne and Nextest have different fiscal year ends, which end on December 31 and the last Saturday in June, respectively. As a result, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 has been derived from:

• the audited historical consolidated statement of operations of Teradyne for the year ended December 31, 2006; and

• the unaudited historical condensed consolidated statements of operations of Nextest for the four fiscal quarters ended December 23, 2006.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2007 has been derived from:

• the unaudited historical condensed consolidated statement of operations of Teradyne for the nine months ended September 30, 2007; and

• the unaudited historical condensed consolidated statements of operations of Nextest for the three fiscal quarters ended September 29, 2007.

The unaudited pro forma condensed combined balance sheet as of September 30, 2007 has been derived from:

• the unaudited historical condensed consolidated balance sheet of Teradyne as of September 30, 2007; and

• the unaudited historical condensed consolidated balance sheet of Nextest as of September 29, 2007.

Because these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the acquisition, the actual amounts recorded for the acquisition may differ materially from the information presented in these unaudited pro forma condensed combined financial statements. The total purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed based on management’s preliminary estimates of fair value, with the excess cost over net tangible and identifiable intangible assets acquired being allocated to goodwill. Definitive allocations will be performed and finalized. Accordingly, the purchase allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position of Teradyne that would have been reported had the acquisition and cash payments been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of Teradyne. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma statements of operations do not reflect any operating efficiencies and cost savings that Teradyne may achieve with respect to the combined companies.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Teradyne and Nextest included in their respective annual reports on Form 10-K and quarterly reports on Form 10-Q.

2. NEXTEST ACQUISITION

On January 24, 2008, Teradyne acquired all of the outstanding shares of Nextest, a publicly held company based in San Jose, California. Under the terms of the merger agreement, Nextest stockholders received $20.00 per share in cash, without interest and subject to any required withholding of taxes, for each Nextest share. In addition, outstanding Nextest stock options and restricted stock units were assumed by Teradyne and were converted into stock options to purchase, and restricted stock units representing, Teradyne common stock.

This acquisition has been accounted for as a purchase business combination. The total purchase price of $402.8 million was comprised of (in thousands):

Cash paid to acquire the outstanding common stock of Nextest	$	367,801
Fair value of Nextest options and unvested restricted stock assumed		28,874
Acquisition-related transaction costs		6,115
Total purchase price	$	402,790

Preliminary Purchase Price Allocation

The preliminary allocation of the total purchase price of Nextest’s net tangible and identifiable intangible assets was based on their estimated fair values as of January 24, 2008. Adjustments to these estimates will be included in the final allocation of the purchase price of Nextest. The purchase price allocation is preliminary pending the final determination of the fair value of certain assumed assets and liabilities and the completion of facility exit and restructuring plans. The excess of the purchase price over the identifiable intangible and net tangible assets was allocated to goodwill. The total purchase price of $402.8 million has been allocated as follows (in thousands):

Goodwill	$	173,365
Other intangible assets		99,800
Tangible assets acquired and liabilities assumed:
Cash and cash equivalents		88,513
Other current assets		55,404
Non-current assets		16,306
Accounts payable and current liabilities		(26,156	)
Other long-term liabilities		(5,542	)
In-process research and development		1,100
Total purchase price	$	402,790

Other intangible assets

Teradyne has estimated the fair value of other intangible assets using the income approach to value these identifiable intangible assets which are subject to amortization. These estimates are based on a preliminary valuation and are subject to change upon management’s review of the final valuation. Acquired intangible assets, other than goodwill, will be amortized on a straight-line basis over their estimated useful lines. The following table sets forth the components of these other intangible assets and their estimated useful lives at January 24, 2008 (dollars in thousands):

	Preliminary Fair Value		Estimated Useful Life (in years)
Developed technology	$	53,600	5.8
Customer base		45,900	6.8
Trademarks		300	1.0
Total intangible assets	$	99,800

Tangible assets and liabilities

Tangible assets were recorded at their respective carrying amounts, which approximates fair value, except for inventory. Teradyne increased Nextest’s historical net carrying amount of certain inventory by $4.3 million in the pro forma condensed combined balance sheet to reflect its fair market value. The property and equipment, net are recorded at carrying value, which Teradyne believes approximates fair value.

Liabilities assumed have been recorded at their respective carrying amounts, which approximates fair value and the amount expected to be paid, except for deferred revenue and deferred rent. Deferred revenue and deferred rent have been reduced by $5.7 million and $0.6 million, respectively, in the pro forma condensed combined balance sheet to reflect their fair market values.

3. HISTORICAL INFORMATION

Nextest’s historical financial information as of September 29, 2007, for the three fiscal quarters ended September 29, 2007 and for the four fiscal quarters ended December 23, 2006 is derived from Nextest’s historical financial statements. Nextest’s fiscal year ends on the last Saturday in June; and its historical results have been aligned to more closely conform to Teradyne’s December 31 fiscal year end and September 30 interim reporting date by adding subsequent interim period results to their most recent fiscal year-end information and deducting the comparable preceding year interim period results. Certain reclassifications have been made to these financial statements to conform to the presentation used in Teradyne’s historical financial statements. Such reclassifications had no effect on Nextest’s previously reported net income or income from continuing operations.

4. PRO FORMA ADJUSTMENTS

The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations and the unaudited pro forma condensed combined balance sheet:

A. To record the cash paid to acquire the shares of Nextest of $367.8 million and transactions costs of $6.1 million.

B. To reclassify Nextest field service inventory to property, plant and equipment; consistent with Teradyne’s accounting policy.

C. To increase the carrying value of inventories to estimated selling prices less the cost of disposal and selling effort, including an appropriate return on the sales effort.

D. To adjust the value of deferred taxes as of the acquisition date.

E. To record the preliminary purchase price allocation to goodwill and intangible assets as though the acquisition had occurred on the balance sheet date. The pro forma adjustment for goodwill differs from the amount shown in Note 2 as the result of different tangible net asset balances as September 30, 2007 (the date of the unaudited pro forma condensed combined balance sheet) and January 24, 2008 (the date of the acquisition).

F. To record preliminary acquisition-related liabilities of $2.3 million for severance costs associated with Nextest employees of $2.1 million and $0.2 million of estimated costs related to the consolidation of certain Nextest foreign legal entities with existing Teradyne legal entities.

G. To record preliminary fair value adjustments to Nextest’s deferred revenue.

H. To record $37.9 million of deferred tax liabilities related to acquired amortizable intangible assets net of $35.3 million reduction in Teradyne valuation allowance, recorded as a result of the acquisition.

I. To record preliminary fair value adjustments to Nextest’s deferred rent.

J. To record the following adjustments to shareholders’ equity (in thousands):

To record the fair value of Nextest’s options and restricted stock assumed in the acquisition	$	28,874
To record the preliminary estimate of the fair value of in-process research and development		(1,100	)
To eliminate Nextest’s historical shareholders’ equity		(120,484	)
Total adjustments to shareholders’ equity	$	(92,710	)

K. To record amortization of intangible assets acquired.

L. To record forgone interest income resulting from cash utilized in connection with the acquisition, based on actual cash paid for the acquisition and acquisition costs, and the historical interest rate (5%) earned on Teradyne’s cash and cash equivalents.

M. To record tax benefits associated with the pro forma adjustments recorded in the condensed combined statements of operations on the reduction of interest income.

N. To eliminate Nextest shares acquired as part of the acquisition. Note that an adjustment has been made for the impact of assumed stock options and restricted stock units as they would have been dilutive.

5. NONRECURRING CHARGES

The pro forma condensed combined statements of operations for the nine months ended September 30, 2007 and for the year ended December 31, 2006, respectively, do not reflect the impact on cost of sales of $4.3 million to reflect acquired inventory at fair value and on operating expenses an in-process research and development expense of $1.1 million. Under SEC rules and regulations relating to pro forma financial statements, these amounts are considered to be nonrecurring charges and are excluded from the pro forma statements of operations. However, Teradyne’s future statements of operations will be impacted by these pro forma adjustments.