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File No. 33-________
As filed with the Securities and Exchange Commission on December 21, 1995.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LTX Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2594045
- ---------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
LTX Park at University Avenue, Westwood, Massachusetts 02090
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(Address of Principal Executive Offices) (Zip Code)
1993 Employees' Stock Purchase Plan
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(Full title of the plan)
John J. Arcari
LTX Park at University Avenue, Westwood, MA 02090
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(Name and address of agent for service)
(617) 461-1000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
- ---------- ---------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 $8.625 $5,175,000 $1,785.00
$.05 par value Shares
<FN>
- --------------------------------------------------------------------------------
* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the Plan or at what price such shares will be purchased. The
above calculation is based on the offering of 600,000 shares at a purchase
price of $8.625 per share, which is the average of the high and low prices of
the Company's Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System on December 18, 1995.
</TABLE>
<PAGE> 2
PART II
-------
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference
- ------ ---------------------------------------
The following documents are incorporated by reference in this
Registration Statement:
(a) the undersigned registrant's Annual Report on Form 10-K for the
year ended July 31, 1995; (b) the registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1995; and (c) the description of the
registrant's Common Stock contained in a Registration Statement filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4: Description of Securities
- ------ -------------------------
Not Applicable
Item 5: Interests of Named Experts and Counsel
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Not applicable.
Item 6: Indemnification of Directors and Officers
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Chapter 156B of the Massachusetts General Laws, under which the Company
is organized, permits a Massachusetts corporation to adopt a provision in its
Articles of Organization eliminating or limiting the liability of a director to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such liability does not arise from
certain proscribed conduct (including intentional misconduct and breach of duty
of loyalty).
On December 8, 1987, the stockholders approved an amendment to the
Company's Articles of Organization. The amendment to the Articles of
Organization, which became effective on April 8, 1988, is as follows:
"No director shall be personally liable to the corporation or any of
its stockholders for monetary damages for any breach of fiduciary duty as a
director not withstanding any provision of law imposing such liability;
provided, however, that this provision shall not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii)
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authorizing distributions to stockholders in violation of the corporation's
Articles of Organization or which render the corporation insolvent or bankrupt,
and approving loans to officers or directors of the corporation which are not
repaid and which were not approved or ratified by a majority of disinterested
directors or stockholders, or (iv) any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this
provision shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to the effective date of such
amendment."
The By-laws of the registrant provide for indemnification of officers
and directors as follows:
Section 6.5 Indemnification.
(a) The Corporation shall indemnify each director and officer against
all judgments, fines, settlement payments and expenses, including reasonable
attorneys' fees, paid or incurred in connection with any claim, action, suit or
proceeding, civil or criminal, to which he may be made a party or with which he
may be threatened by reason of his being or having been a director or officer
of the Corporation, or, at its request, a director, officer, stockholder or
member of any other corporation, firm, association or other organization or by
reason of his serving or having served, at its request, in any capacity with
respect to any employee benefit plan, or by reason of any action or omission by
him in such capacity, whether or not he continues to be a director or officer
at the time of incurring such expenses or at the time the indemnification is
made. No indemnification shall be made hereunder (i) with respect to payments
and expenses incurred in relation to matters as to which he shall be finally
adjudged in such action, suit or proceeding not to have acted in good faith and
in the reasonable belief that his action was in the best interests of the
Corporation (or, to the extent that such matter relates to service with respect
to an employee benefit plan, in the best interest of the participants or
beneficiaries of such employee benefit plan), or (ii) otherwise prohibited by
law. The foregoing right of indemnification shall not be exclusive of other
rights to which any director or officer may otherwise be entitled and shall
inure to the benefit of the executor or administrator of such director or
officer. The Corporation may pay the expenses incurred by any such person in
defending a civil or criminal action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding, upon receipt of an
undertaking by such person to repay such payment if it is determined that such
person is not entitled to indemnification hereunder.
(b) The Board of Directors may, without stockholder approval,
authorize the Corporation to enter into agreements, including any amendments or
modification thereto, with any of its directors, officers or other persons
described in paragraph (a) above providing for indemnification of such persons
to the maximum extent permitted under applicable law and the Corporation's
Articles of Organization and By-laws.
(c) No amendment to or repeal of this section shall have any adverse
effect on (i) the right of any director or officer under any agreement entered
into prior thereto, or (ii) the rights of any director or officer hereunder
relating to his
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service, for which he would otherwise be entitled to indemnity hereunder,
during any period prior to such amendment or repeal.
The Company has a directors and officers liability policy that insures
the Company's directors and officers against certain liabilities which they may
incur as directors or officers of the Company.
Item 7: Exemption from Registration Claimed
- ------ -----------------------------------
Not applicable
Item 8: Exhibits
- ------ --------
The following exhibits are filed as part of this Registration
Statement:
(4) 1993 Employees' Stock Purchase Plan.
(5) Opinion and Consent of Pamela A. Keating as to the legality of
the securities being registered.
(23)(A) Consent of Arthur Andersen LLP.
(23)(B) Consent of Pamela A. Keating - included in Exhibit 5.
(24) Power of Attorney (contained on the signature page).
Item 9: Undertakings
- ------ ------------
1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in the registration statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a) (i) and (a) (ii) do not apply if
the information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer of controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE> 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 Town of Westwood, and Commonwealth of Massachusetts on the
13th day of December, 1995.
LTX Corporation
By /s/ Roger W. Blethen
------------------------------------
Roger W. Blethen
President
By /s/ Martin S. Francis
------------------------------------
Martin S. Francis
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Roger W. Blethen and Martin S. Francis, or
either of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any amendments or post-effective
amendments to this Registration Statement and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, granting unto each of said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
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.
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Roger W. Blethen President (Principal December 13, 1995
- -------------------------- Executive Officer)
Roger W. Blethen
/s/ Martin S. Francis President (Principal December 13, 1995
- -------------------------- Executive Officer)
Martin S. Francis
/s/ John J. Arcari Chief Financial Officer December 13, 1995
- -------------------------- and Treasurer (Principal
John J. Arcari Financial Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Glenn W. Meloni Controller (Principal December 13, 1995
- -------------------------- Accounting Officer)
Glenn W. Meloni
/s/ Graham C.C. Miller Chairman of the Board December 13, 1995
- --------------------------
Graham C.C. Miller
/s/ Jacques Bouyer Director December 13, 1995
- --------------------------
Jacques Bouyer
/s/ Robert E. Moore Director December 13, 1995
- --------------------------
Robert E. Moore
/s/ Roger J. Maggs Director December 13, 1995
- --------------------------
Roger J. Maggs
/s/ Samuel Rubinovitz Director December 13, 1995
- --------------------------
Samuel Rubinovitz
</TABLE>
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description of Document
- ----------- -----------------------
<S> <C>
4 1993 Employees' Stock Purchase Plan
5 Opinion of Pamela A. Keating
23(A) Consent of Arthur Andersen LLP
23(B) Consent of Pamela A. Keating
is contained in its opinion filed
as Exhibit 5
24 Power of Attorney (contained on the signature page)
</TABLE>
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<PAGE> 1
EXHIBIT 4
LTX CORPORATION
1993 EMPLOYEES' STOCK PURCHASE PLAN
1. DEFINITIONS. As used in this 1993 Employees' Stock Purchase Plan
of LTX Corporation, the following terms shall have the meanings respectively
assigned to them below:
(a) BASE COMPENSATION MEANS annual or annualized base
compensation, exclusive of overtime, bonuses, contributions to employee
benefit plans, or other fringe benefits.
(b) BENEFICIARY means the person designated as beneficiary on
the Optionee's Membership Agreement or, if no such beneficiary isnamed, the
person to whom the Option is transferred by will or under the applicable laws
of descent and distribution.
(c) BOARD means the Board of Directors of the Company.
(d) CODE means the Federal Internal Revenue Code of 1986, as
amended.
(e) COMPANY means LTX Corporation, a Massachusetts corporation.
(f) ELIGIBLE EMPLOYEE means a person who is eligible under the
provisions of Section 8 to receive an Option as of a particular Offering
Commencement Date.
(g) GROSS COMPENSATION means Base Compensation plus
commissions, overtime pay and cash bonuses.
(h) MARKET VALUE means, as of a particular date, the average
closing bid and asked prices of the Stock in the Over-the-Counter Market, as
reported by the National Association of Securities Dealers, Inc., or if the
Stock is listed on an exchange or the National Market System, the closing
price of the Stock.
(i) MEMBERSHIP AGREEMENT means an agreement whereby an
Optionee authorizes a Participating Employer to withhold payroll deductions
from his or her Gross Compensation.
(j) OFFERING COMMENCEMENT DATE means a date which is the first
business day of a semi-annual Offering Period, on which Options are granted to
Eligible Employees.
(k) OFFERING PERIOD means a semi-annual period, February 1 to
July 31 or August 1 to January 31, during which options will be offered under
the Plan.
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(l) OFFERING TERMINATION DATE means the date which is the last
business day of an Offering Period, on which Options must, if ever, be
exercised.
(m) OPTION means an option to purchase shares of Stock granted
under the Plan.
(n) OPTION SHARES means shares of Stock purchasable under an
Option.
(o) OPTIONEE means an Eligible Employee to whom an Option is
granted.
(p) PARTICIPATING EMPLOYER means the Company or any Related
Corporation which is designated by the Board as a corporation whose Eligible
Employees are to receive Options as of a particular Offering Commencement Date.
(q) PLAN means this 1993 Employees' Stock Purchase Plan of the
Company, as amended.
(r) RELATED CORPORATION means any corporation which is a
parent corporation of the Company, as defined in Section 424(e) of the Code, or
a subsidiary corporation of the Company, as defined in Section 424(f) of the
Code.
(s) REPORTING PERSON means a Director of the Company or an
"officer" of the Company for purposes of Section 16 of the Securities Exchange
Act of 1934.
(t) STOCK means common stock, $0.05 par value, of the Company.
2. PURPOSE OF THE PLAN. The Plan is intended to encourage ownership
of Stock by employees of the Company and the Related Corporations and toprovide
additional incentive for the employees to promote the success of the business
of their employers. It is intended that the Plan shall be an "employee stock
purchase plan" within the meaning of Section 423 of the Code.
3. TERM OF THE PLAN. The Plan shall become effective on December
15, 1993. No option shall be granted under the Plan after December 14, 2003.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Board which shall determine semi-annually, effective on February 1 and
August 1, whether to grant Options under the Plan. The Board shall determine
which (if any) Related Corporations shall be Participating Employers as of
each Offering Commencement Date. The Board shall have authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms of Options granted under the Plan,and to make all
other
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determinations necessary or advisable for the administration of the Plan.
5. TERMINATION AND AMENDMENT OF PLAN. The Board may terminate or
amend the Plan at any time; PROVIDED, HOWEVER, that the Board may not, without
approval by the holders of a majority of the shares of Stock, increase the
maximumnumber of shares of Stock purchasable under the Plan, change
thedescription of employees or classes of employees eligible to receive
Options, change the manner of determining the exercise price of Options, or
extend the period during which Options may be granted or exercised. No
termination of or amendment to the Plan may adversely affect the rights of an
Optionee with respect to any Option held by the Optionee as of the date of such
termination or amendment.
6. SHARES OF STOCK SUBJECT TO THE PLAN. No more than an aggregate
of 1,200,000 shares of Stock may be issued or delivered pursuantto the
exercise of Options granted under the Plan, subject to adjustments made in
accordance with Section 10.7. Shares to be delivered upon the exercise of
Options may be either shares of Stock which are authorized but unissued or
shares of Stock held by the Company in its treasury. If an Option expires or
terminates for any reason without having been exercised in full, the
unpurchased shares subject to the Option shall become available for other
Options granted under the Plan. The Company shall, at all times during which
Options are outstanding, reserveand keep available shares of Stock sufficient
to satisfy such Options andshall pay all fees and expenses incurred by the
Company in connectiontherewith. In the event of any capital change in the
outstanding Stockas contemplated by Section 10.7, the number of shares of
Stock reservedand kept available by the Company shall be appropriately adjusted.
7. SHARES OF STOCK ISSUABLE PER OFFERING PERIOD. No more than an
aggregate of 150,000 shares of stock may be issued or delivered pursuant to the
exercise of Options in any Offering Period, subject to adjustments made in
accordance with Section 10.7.
8. PERSONS ELIGIBLE TO RECEIVE OPTIONS. Each employee of a
Participating Employer shall be granted an Option on each Grant Date on which
such employee meets all of the following requirements:
(a) The employee is customarily employed by a Participating
Employer for more than twenty hours per week and for more than five months per
calendar year.
(b) The employee will not, after grant of the Option, own stock
possessing five percent or more of the total combined voting power or value of
all classes of stock of the Company or of any Related Corporation. For
purposes of this paragraph (b), the rules of Section 424(d) of the Code shall
apply in determining the stock ownership of the employee, and stock which the
employee may purchase under outstanding options shall be treated as stock
owned by the employee.
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(c) Upon grant of the Option, the employee's rights to purchase
stock under all employee stock purchaseplans (as defined in Section 423(b) of
the Code) of the Company and its Related Corporations will not accrue at a
rate which exceeds $25,000 of fair market value of the stock (determined as of
the grant date) for each calendar year in which such option is outstanding at
any time. The accrual of rights to purchase stock shall be determined in
accordance with Section 423(b)(8) of the Code.
(d) The employee is not a Reporting Person who failed fully to
exercise any previous Option granted by the Company under the Plan or any
other employee stock purchase plan within the meaning of Section 423 of the
Code.
9. OFFERING COMMENCEMENT DATES. Options shall be granted on the
first business day of each semi-annual period, February 1 to July 31 and August
1 to January 31, which is designated by the Board of Directors as an Offering
Period.
10. Terms and Conditions of Options
-------------------------------
10.1 GENERAL. All Options granted on a particular Offering
Commencement Date shall comply with the terms and conditions set forth in
Sections 10.2 through 10.12.
10.2 PURCHASE PRICE. The purchase price of Option Shares shall
be 85% of the lesser of (a) the Market Value of the shares as of the Offering
Commencement Date or (b) the Market Value of the shares as of the Offering
Termination Date.
10.3 RESTRICTIONS ON TRANSFER. Options may not be transferred
otherwise than by will or under the laws of descent and distribution. An
Option may not be exercised by anyone other than the Optionee during the
lifetime of the Optionee. Option shares may be sold or otherwise transferred
by the Optionee without restriction. The Optionee shall agree in the
Membership Agreement to notify the Company of any transfer of the shares
within two years of the Offering Commencement Date of those shares. An
Optionee who is a Reporting Person shall agree in the Membership Agreement not
to transfer any of the shares within six months after purchase. The Company
shall have the right to place a legend on all stock certificates instructing
the transfer agent to notify the Company of any transfer of the shares.
10.4 EXPIRATION. Each Option shall expire at the close of
business on theOffering Termination Date or on such earlier date as may result
fromthe operation of Section 10.6.
10.5 TERMINATION OF EMPLOYMENT OF OPTIONEE. If an Optionee
ceases for anyreason (other than death or retirement) to be continuously
employedby the Company or a Related Corporation, whether due to voluntary
severance, involuntary severance, transfer, or disaffiliation of the employer
corporation with the Company, his or her Option shall immediately expire, and
the Optionee's accumulated
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<PAGE> 5
payroll deductions shall be returned by the Company. For purposes of this
Section 10.5, an Optionee shall be deemed to be employed throughout any leave
of absencefor military service, illness or other bona fide purpose which does
not exceed the longer of ninety days or the period during which the Optionee's
reemployment rights are guaranteed by statute, contract or announced Company
policy. If the Optionee does not return to active employment prior to the
termination of such period, his or her employment shall bedeemed to have ended
on the ninety-first day of such leave of absence.
10.6 RETIREMENT OR DEATH OF OPTIONEE. If an Optionee retires
or dies, the employee or, in the case of death, his or her Beneficiary shall be
entitled to withdraw the Optionee's accumulated payroll deductions or to
purchase shares on the Exercise Date to the extent that the Optionee would be
so entitled had he or she continued to be employed by a Participating Employer.
The number of shares purchasable shall be limited by the amount of the
Optionee's accumulated payroll deductions as of the date of his or her
retirement or death. Accumulated payroll deductions shall be applied by the
Company toward the purchase of shares only if the Beneficiary submits to the
Participating Employer a written request that the deductions beso applied.
Accumulated payroll deductions not withdrawn or applied to the purchase of
shares shall be delivered by the Company to the Optionee or Beneficiary within
a reasonable time after the Offering Termination Date.
10.7 CAPITAL CHANGES AFFECTING THE STOCK. In the event that,
between the Offering Commencement Date and the Offering Termination Date of an
Option, a stock dividend is paid or becomes payable in respect of the Stock or
there occurs a split-up or contraction in the number of shares of Stock, the
number of shares for which the Option may thereafter be exercised and the
price to be paid for each such share shall be proportionately adjusted. In the
event that, afterthe Offering Commencement Date, there occurs a
reclassification or change of outstanding shares of Stock or a consolidation or
merger of the Company with or into another corporation or a sale or conveyance,
substantially as a whole, or the property of the Company, the Optionee shall be
entitled on the Offering Termination Date to receive shares of stock or other
securities equivalent in kind and value to the shares of stock he or she should
haveheld if he or she had exercised the Option in full immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance and
had continued to hold such shares (together with all other shares and
securities thereafter issued in respect thereof) until the Offering Termination
Date. In the event that there is to occur a recapitalizationinvolving an
increase in the par value of the Stock which would result in a par value
exceeding the exercise price under an outstanding Option, theCompany shall
notify the Optionee of such proposed recapitalization immediately upon its
being recommended by the Board to the Company's shareholders, after whichthe
Optionee shall have the right to exercise his or her Option priorto such
recapitalization; if the Optionee fails to exercise the Option prior to
recapitalization, the exercise price under the Option
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<PAGE> 6
shall be appropriately adjusted. In the event that,after the Offering
Commencement Date, there occurs a dissolution or liquidation of the Company,
exceptpursuant to a transaction to which Section 424(a) of the Code applies,
each Option shall terminate, butthe Optionee shall have the right toexercise
his or her Option prior tosuch dissolution or liquidation.
10.8 PAYROLL DEDUCTIONS. An Optionee may purchase shares
under his or her Option by completingand returning to the personnel department
of his or her employer at least ten days prior to the beginning of the next
Offering Period a Membership Agreement indicating a percentage (which shall be
a full integer between one and fifteen) of his or her Gross Compensation which
is to be withheld each pay period; PROVIDED, HOWEVER, that the accumulated
payroll deductions for the Optionee shall not exceed$12,500 in any Offering
Period. The Optionee shall not be permitted to change the percentage of Gross
Compensation withheld during an Offering Period. The percentage of Gross
Compensation withheld may be changed from one Offering Period to another. The
Optionee may withdraw any or all of his or her accumulated payroll deductions
by submitting a written request therefor to the personnel department of his or
her employer no later than two weeks prior to the Offering Termination Date.
10.9 EXERCISE OF OPTIONS. On the Offering Termination Date
the Optionee may purchase the number of shares purchasable by his or her
accumulated payroll deductions, provided that:
(a) If the total number of shares which all Optionees
elect to purchase, together with any shares already purchased under the Plan,
exceeds the total number of shares which may be purchased under the Plan
pursuant to Section 6 or Section 7, the number of shares which each Optionee is
permitted to purchase shall be decreased PRO RATA based on the Optionee's
accumulated payroll deductions in relation to all accumulated payroll
deductions currently being withheld under the Plan.
(b) If the number of shares purchasable includes a
fraction, such number shall be adjusted to the next smaller whole number and
the purchase price shall be adjusted accordingly.
Accumulated payroll deductions not withdrawn on o r prior
to the Offering Termination Date shall be automatically applied by the Company
toward the purchase of Option Shares.
10.10 DELIVERY OF STOCK. Within a reasonable time after the
Offering Termination Date, the Company shall deliver or cause to be delivered
to the Optionee a certificate or certificates for the number of shares
purchased by the Optionee. A stock certificate representing the number of
shares purchased will be issued in the participant's name only, or if his or
her Membership Agreement so specifies, in the name of the employee and another
person of legal age as joint tenants with rights of survivorship. If any law
or applicable regulation of the Securities and Exchange Commission or other
body having jurisdiction
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<PAGE> 7
in the premises shall require that the Company or theOptioncc take any action
in connection with the shares being purchased under the Option, delivery of the
certificate or certificates for such shares shall be postponed until the
necessary action shall have been completed, which action shall be taken by the
Company at its own expense, without unreasonable delay. The Optionee shall
have no rights as a shareholder in respect of shares for which he or she has
not received a certificate.
10.11 RETURN OF ACCUMULATED PAYROLL DEDUCTIONS. In the event
that the Optionee or the Beneficiary is entitled to the return of accumulated
payroll deductions for any reason, the accumulated payroll deductions shall be
returned within a reasonable time by the Company to the Optionee or the
Beneficiary, as the case may be. In the event that accumulated payroll
deductions exceed the price of shares purchased by reason of Section 6 or
Section 7 hereof, the excess shall be returned with interest within thirty
days after the end of the Offering Period. Otherwise, the accumulated payroll
deductions shall be returned without interest.
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EXHIBIT 5
LTX CORPORATION
LTX PARK AT UNIVERSITY AVENUE
WESTWOOD, MA 02090
TELEPHONE: (617) 461-1000
FACSIMILE: (617) 329-8836
December 21, 1995
LTX Corporation
LTX Park at University Avenue
Westwood, MA 02090
Re: LTX Corporation
1993 Employees' Stock Purchase Plan
-----------------------------------
Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission on
December 21, 1995 (the "Registration Statement"), of 600,000 shares (the
"Shares") of the Common Stock, par value $.05 per share (the "Common Stock"),
of LTX Corporation, a Massachusetts corporation (the "Company"), which would be
issuable upon the exercise of options granted under the Company's 1993
Employees' Stock Purchase Plan (the "Plan").
I have acted as counsel to the Company in connection with the foregoing
registration of the Shares. I have examined and relied upon the originals or
copies of such records, instruments, certificates, memoranda and other
documents as I have deemed necessary or advisable for purposes of this opinion
and have assumed, without independent inquiry, the accuracy of those documents.
In that examination, I have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by me as copies, the
authenticity and completeness of all original documents reviewed by me in
original or copy form and the legal competence of each individual executing
such documents. I have
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LTX Corporation
December 21, 1995
Page 2
further assumed that all options granted or to be granted pursuant to the
Plan were or will be validly granted in accordance with the terms of the Plan
and that all Shares to be issued upon exercise of such options will be issued
in accordance with such options and the Plan.
Based upon the foregoing, I am of the opinion that, upon the issuance
and delivery of the Shares in accordance with the terms of such options and
the Plan, and as described in the Registration Statement, the Shares will be
legally issued, fully paid and non-assessable shares of the Company's Common
Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and with applicable requirements of state laws
regulating the offer and sale of securities.
I understand that this opinion is to be used in connection with the
Registration Statement. I consent to the filing of a copy of this opinion with
the Registration Statement.
Very truly yours,
/s/ Pamela A. Keating
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Pamela A. Keating
General Counsel
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EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated September 8, 1995 included in LTX Corporation's Form 10K for the
year ended July 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 21, 1995
