Registration Nos. 333-177246, 333-32547, 333-155564, 333-149017, 333-73700, 033-64683 and 033-55123
As filed with the Securities and Exchange Commission on May 6, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-177246
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-32547
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155564
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149017
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-73700
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-64683
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-55123
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 Incorporation) |
(I.R.S. Employer Identification Number) |
600 Riverpark Drive
North Reading, Massachusetts 01864
(Address, including zip code, of registrant’s principal executive offices)
LitePoint Corporation 2002 Stock Plan, as amended
Teradyne, Inc. 1996 Non-Employee Director Stock Option Plan
Eagle Test Systems, Inc. 2003 Stock Option and Grant Plan
Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan
Nextest Systems Corporation 1998 Equity Incentive Plan, as amended
Nextest Systems Corporation 2006 Equity Incentive Plan
Genrad, Inc. 1991 Equity Incentive Plan
Genrad, Inc. 1991 Directors’ Stock Option Plan
Genrad, Inc. 1997 Non-Qualified Employee Stock Option Plan
Non-Statutory Stock Option Agreement by and between Robert M. Dutkowsky and Genrad, Inc.
Megatest Corporation Director Stock Option Plan
Megatest Corporation 1990 Stock Option Plan
Teradyne, Inc. 1979 Employee Stock Purchase Plan
Teradyne, Inc. 1991 Employee Stock Option Plan
(Full title of the plan)
Charles Gray
Vice President, General Counsel, and Secretary
Teradyne, Inc.
600 Riverpark Drive
North Reading, Massachusetts 01864
(978) 370-2700
(Name and address, and telephone number, including area code, of agent for service)
Copies to:
Marko Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02110
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements of Teradyne, Inc., a Massachusetts corporation (“Teradyne”) on Form S-8 (the “Registration Statements”):
• | Registration Statement No. 333-177246, filed with the SEC on October 11, 2011, registering 2,828,344 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the LitePoint Corporation 2002 Stock Plan, as amended; |
• | Registration Statement No. 333-32547, filed with the SEC on July 31, 1997, registering 800,000 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the Teradyne, Inc. 1996 Non-Employee Director Stock Option Plan; |
• | Registration Statement No. 333-155564, filed with the SEC on November 21, 2008, registering 3,594,916 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the Eagle Test Systems, Inc. 2003 Stock Option and Grant Plan and the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan; |
• | Registration Statement No. 333-149017, filed with the SEC on February 1, 2008, registering 4,417,594 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the Nextest Systems Corporation 1998 Equity Incentive Plan, as amended and the Nextest Systems Corporation 2006 Equity Incentive Plan; |
• | Registration Statement No. 333-73700, filed with the SEC on November 19, 2001, registering 1,157,450 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the Genrad, Inc. 1991 Equity Incentive Plan, the Genrad, Inc. 1991 Directors’ Stock Option Plan, the Genrad, Inc. 1997 Non-Qualified Employee Stock Option Plan and the Non-Statutory Stock Option Agreement by and between Robert M. Dutkowsky and Genrad, Inc.; |
• | Registration Statement No. 033-64683, filed with the SEC on December 1, 1995, registering 603,401 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the Megatest Corporation Director Stock Option Plan and the Megatest Corporation 1990 Stock Option Plan; and |
• | Registration Statement No. 033-55123, filed with the SEC on August 18, 1994, registering 3,400,000 shares of Teradyne’s Common Stock, par value $0.125 per share, reserved for issuance under the Teradyne, Inc. 1979 Employee Stock Purchase Plan and the Teradyne, Inc. 1991 Employee Stock Option Plan. |
Teradyne is no longer issuing securities under the plans covered by the Registration Statements. Accordingly, by means of this Post-Effective Amendment, Teradyne hereby terminates the effectiveness of the Registration Statements and deregisters any securities that had been registered for issuance but remain unsold under the Registration Statements as of the date hereof.
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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Reading, State of Massachusetts, on this 6th day of May, 2022.
TERADYNE, INC. | ||
(Registrant) | ||
By: | /s/ Sanjay Mehta | |
Name: Sanjay Mehta | ||
Title: Vice President, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Mark E. Jagiela Mark E. Jagiela |
Chief Executive Officer and Director (Principal Executive Officer) |
May 6, 2022 | ||
/s/ Sanjay Mehta Sanjay Mehta |
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
May 6, 2022 | ||
/s/ Paul J. Tufano Paul J. Tufano |
Chairman of the Board | May 6, 2022 | ||
/s/ Michael A. Bradley Michael A. Bradley |
Director | May 6, 2022 | ||
/s/ Edwin J. Gillis Edwin J. Gillis |
Director | May 6, 2022 | ||
/s/ Timothy E. Guertin Timothy E. Guertin |
Director | May 6, 2022 | ||
/s/ Peter Herweck Peter Herweck |
Director | May 6, 2022 | ||
/s/ Mercedes Johnson Mercedes Johnson |
Director | May 6, 2022 | ||
/s/ Marilyn Matz Marilyn Matz |
Director | May 6, 2022 | ||
/s/ Fouad Tamer Fouad Tamer |
Director | May 6, 2022 |