<PAGE> 1
File No. 33
----------
As filed with the Securities and Exchange Commission on January 26, 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
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 LTX (Europe) Ltd. Approved Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
John J. Arcari
LTX Park at University Avenue, Westwood, MA 02090
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(617) 461-1000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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, 100,000 $5.31 $531,000 $184.00
$.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 100,000 shares at a purchase
price of $5.31 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 January 23, 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, 1994; (b) the registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1994; 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
- ------ --------------------------------------
Not applicable.
Item 6: Indemnification of Directors and Officers
- ------ -----------------------------------------
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)
II-1
<PAGE> 3
authorizing distributions to stockholders in violation of the 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
anddirectors 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 appeal 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
II-2
<PAGE> 4
relating to his 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) 1995 LTX (Europe) Ltd. Approved Stock Option Plan.
(5) Opinion and Consent of Bingham, Dana & Gould as to the legality of
the securities being registered.
(23)(A) Consent of Arthur Andersen & Co.
(23)(B) Consent of Bingham, Dana & Gould - 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;
II-3
<PAGE> 5
(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.
II-4
<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 7th day of December, 1994.
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.
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.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------- ----- ----
<S> <C> <C>
/s/ Roger W. Blethen
- -------------------- President (Principal December 7, 1994
Roger W. Blethen Executive Officer)
/s/ Martin S. Francis
- --------------------- President (Principal December 7, 1994
Martin S. Francis Executive Officer)
/s/ John J. Arcari
- --------------------- Chief Financial Officer December 7, 1994
John J. Arcari and Treasurer (Principal
Financial Officer)
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Glenn W. Meloni Controller (Principal December 7, 1994
- --------------------- Accounting Officer)
Glenn W. Meloni
/s/ Graham C.C. Miller
- --------------------- Chairman of the Board December 7, 1994
Graham C.C. Miller
/s/ Jacques Bouyer
- --------------------- Director December 7, 1994
Jacques Bouyer
/s/ Fred J. Butler
- --------------------- Director December 7, 1994
Fred J. Butler
/s/ Robert E. Moore
- --------------------- Director December 7, 1994
Robert E. Moore
/s/ Roger J. Maggs
- --------------------- Director December 7, 1994
Roger J. Maggs
/s/ Samuel Rubinovitz
- --------------------- Director December 7, 1994
Samuel Rubinovitz
</TABLE>
II-6
<PAGE> 8
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description of Document
- ----------- -----------------------
<S> <C>
4 1995 LTX (Europe) Ltd. Approved Stock Option Plan
5 Opinion of Bingham, Dana & Gould
23(A) Consent of Arthur Andersen LLP
23(B) Consent of Bingham, Dana & Gould
is contained in its opinion filed
as Exhibit 5
24 Power of Attorney (contained on the signature page)
</TABLE>
II-7
<PAGE> 1
EXHIBIT 4
RULES FOR THE EMPLOYEE SHARE OPTION
-----------------------------------
FOR LTX (EUROPE) LIMITED
------------------------
1. INTRODUCTION
------------
1.1 Purpose
The scheme is intended to encourage ownership of shares in LTX
Corporation on the part of certain key qualifying employees and
directors of the LTX (Europe) Limited.
1.2 Definitions
In these Rules the following words and expressions shall have the
following meanings:
"Approval Date" The date on which the Scheme is approved by
the Board of Inland Revenue under Schedule 9.
"Associated Company" The meaning given in Section 416, ICTA 1988.
"ICTA 1988" The Income and Corporation Taxes Act 1988.
"Board" The Board of Directors of the Company or, as
specified in Rule 7, a duly constituted
committee or special committee thereof.
"Company" LTX Corporation
"Date of Grant" The date on which an Option is, was, or is to
be granted under the Scheme.
1
<PAGE> 2
"Eligible Employee" Any director or employee of LTXE who is
required to devote to his duties not less
than 25 hours (excluding meal breaks) or, in
the case of an employee who is not a director
of LTXE, 20 hours per week (excluding meal
breaks) and who is not precluded by paragraph
8 of Schedule 9 from participating in the
Scheme.
"LTXE" LTX (Europe) Limited
"Market Value" On any day the market value of a Share
determined in accordance with the provisions
of Part VIII of the Taxation of Chargeable
Gains Act 1992 and agreed for the purposes of
the Scheme with the Inland Revenue Share
Valuation Division on or before that day.
"Option" A right to subscribe for shares granted (or to
be granted) in accordance with the Rules of
this Scheme.
"Option Agreement" An agreement between the Company and the
Option Holder setting out the terms and
conditions of an Option.
"Option Holder" An individual to whom an Option has been
granted or his personal representatives.
"Relevant Emoluments" The meaning which the terms bears in
subparagraph (2) of paragraph 28 of Schedule 9
by virtue of subparagraph(4) of that
paragraph.
"Schedule 9" Schedule 9 ICTA 1988.
"Scheme" The employee share option scheme constituted
and governed by these rules as from time to
time amended.
2
<PAGE> 3
"Share" An ordinary share in the capital of the
Company par value $.05 per share which
satisfies the conditions specified in
paragraph 10-14 inclusive of Schedule 9.
"Subscription Price" The price at which each Share subject to an
Option may be acquired on the exercise of
that Option determined in accordance with
Rule 2.
"Subsisting Option" An Option which has neither lapsed nor been
exercised.
"Year of Assessment" A year beginning on any 6 April and ending on
the following 5 April.
1.3 Where the context so admits the singular shall include the plural and vice
versa and the masculine shall include the feminine.
1.4 Any reference in the Scheme to any enactment includes a reference to that
enactment as from time to time modified, extended or re-enacted.
1.5 Options under the Scheme may be granted at any time during the ten years
following the Approval Date.
2. GRANT OF OPTIONS
----------------
2.1 At any time or times within a period of ten years following
the Approval Date the Board may in its absolute discretion select
any number of individuals who may at the Date of Grant be
Eligible Employees and grant to them Options to acquire Shares in
the Company.
2.2 In relation to each Eligible Employee selected under Rule 2.1
the Board shall determine
2.2.1 The Date of Grant (being no later than 14 days after the
selection shall have been made);
2.2.2 The number of Shares over which the Eligible Employee shall
be granted an Option, being determined at the absolute
discretion of the Board save that it shall not be so large
that the grant of Option over that number of Shares would
cause the limit specified in Rule 3.1 to be exceeded.
3
<PAGE> 4
2.3 The Subscription Price shall not be less than the nominal
value of a Share and, subject to Rule 5, it shall not be less
than the Market Value of a Share on the Date of Grant.
2.4 As soon as possible after the Options have been granted the
Board shall issue an Option Agreement in respect of each Option
in such form, not inconsistent with these Rules, as the Board may
determine.
2.5 Options may be transferred by will or the laws of intestate
succession but otherwise no Option may be transferred, assigned
or charged and any purported transfer, assignment or charge shall
cause the Option to lapse forthwith. Each Option Agreement shall
carry a statement to this effect.
2.6 Each Grant of an Option shall state that in the event of any stock
dividend payable on the Shares or any split up or contraction in the
number of Shares occurring after the grant of the Option but prior
to the exercise of the Option the number of Shares subject to the
grant on the Option shall be proportionately adjusted, as will the
number of Shares available under Rule 3.
2.7 No fraction of a Share will be sold or delivered. Any fraction will
be rounded down to the nearest whole number.
3. LIMITATIONS AND GRANTS
----------------------
3.1 Any Option granted to any Eligible Employee shall be limited and take
no effect so that the aggregate Market Value of Shares subject to
that Option, when aggregated with the Market Value of Shares subject
to Subsisting Options, shall not exceed the greater of:
3.1.1 [pound symbol] 100,000; or
3.1.2 four times the amount of the Eligible Employee's Relevant
Emoluments for the current or preceding Year of Assessment
(whichever of those years gives the greater amount) or, if
there were no Relevant Emoluments for the preceding Year of
Assessment, four times the amount of the Relevant Emoluments
for the period of twelve months beginning with the first day
during the current Year of Assessment in respect of which
there are Relevant Emoluments.
3.2 For the purposes of Rule 3.1
3.2.1 Options shall include all Options granted under this Scheme
and all options granted under any other scheme approved under
4
<PAGE> 5
Schedule 9 and established by the Company or any associated
Company thereof;
3.2.2 The Market Value of Shares shall be calculated as at the
time the Options in relation to those Shares were granted or
such earlier time as may have been agreed in writing with the
Board of Inland Revenue.
3.3 At no time shall the number of Shares which are attributable to the
exercise of Options granted under the scheme, together with the
number of Shares then issuable upon exercise of outstanding options
granted under the scheme exceed 100,000 Shares. Shares shall be
available for granting of an option again once an option expires or
terminates for any reason without having been exercised in full.
4. EXERCISE OF OPTIONS
-------------------
4.1 Subject to Rule 6 below any Option which has not lapsed may be
exercised in whole or in part at any time following the earliest
of the following events.
4.1.1 the first anniversary of the Date of Grant
4.1.2 the death of an Option holder
4.1.3 the Option holder ceasing to be a director of employee of
LTXE by reason of injury, disability, redundancy, retirement
or any other reason.
4.2 An Option shall lapse on the earliest of the following events
4.2.1 the tenth anniversary of the Date of Grant
4.2.2 six months after the date of the Option holder's death
4.2.3 three months following the Option holder ceasing to be a
director or employee of any LTXE, other than by reason of
death
4.2.4 the Option holder being adjudicated bankrupt.
4.3 Military or maternity leave shall not constitute a cessation of
employment provided that such period of leave does not exceed the
longer of 90 days or the period during which the absent employee's
or director's employment rights are protected by statute or
otherwise by contract.
5
<PAGE> 6
5. VARIATION OF SHARE CAPITAL
--------------------------
5.1 In the event of any variation of the share capital of the Company
by way of capitalization or rights issue, consolidation, subdivision
or reduction of capital or otherwise, the number of Shares subject
to any Option, the Subscription Price for each of those Shares and
the number of Shares specified in Rule 3.3 shall be adjusted in such
manner as the auditors of the Company for the time being confirm
in writing to be fair and reasonable provided that:
5.1.1 the aggregate amount payable on the exercise of an Option in
full is not increased
5.1.2 the Subscription Price for a Share is not reduced below its
nominal value
5.1.3 no adjustment shall be made without the prior approval of
the Board of Inland Revenue and
5.1.4 following the adjustment the Shares continue to satisfy the
conditions specified in paragraphs 10 to 14 inclusive of
Schedule 9.
6. MANNER OF EXERCISE OF OPTIONS
-----------------------------
6.1 No option may be exercised by an individual at any time when he is
precluded by paragraph 9 of Schedule 9 from participating the
Scheme.
6.2 No Option may be exercised at any time when the Shares which
may be thereby acquired do not satisfy the conditions specified
in paragraphs 10-14 of Schedule 9.
6.3 An Option may be exercised by the Option Holder giving notice
to the Company in writing of the number of Shares in respect of
which he wishes to exercise the Option accompanied by the
appropriate payment and shall be effective on the date of its
receipt by the Company.
6.4 Subject to rule 6.6 Shares shall be allotted and issued pursuant to a
notice of exercise within 30 days of the date of exercise and a
definitive share certificate issued to the Option Holder in respect
thereof. Save for any rights determined by reference to a date
preceding the date of allotment, such Shares shall rank pari passu
with the other shares of the same class in issue at the date of
allotment.
<PAGE> 7
6.5 When an Option is exercised only in part, the balance shall remain
exercisable on the same terms as originally applied to the whole
Option.
6.6 Shares issued under the Scheme shall be fully paid non-redeemable,
and not subject to any restrictions other than restrictions with
attach to all shares of the same class. If any law or applicable
regulation of the Securities and Exchange Commission or other public
regulatory authority shall require the Company or the Option Holder
to register or qualify under the Securities Act of 1933, as amended,
or any other statute regulating the sale of securities, any Shares
with respect to which notice of intent to exercise shall have been
delivered to the Company to take any other action in connection with
such shares, the delivery of the certificate or certificates for such
shares shall be postponed until completion of the necessary action,
which the Company shall take in good faith and without delay. All
such action shall be taken by the Company at its own expense.
7. ADMINISTRATION AND AMENDMENT
----------------------------
7.1 The Scheme shall be administered by the Board whose decision
on all disputes shall be final.
7.2 The Board may from time to time amend these rules provided
that:
7.2.1 no amendments may materially affect an Option Holder as
regards an Options granted prior to the amendment being made
7.2.2 no amendments may be made which would make the terms on
which Options may be granted materially more generous or would
increase the limit specified in Rule 3.3 without the prior
approval of Company in general meeting and
7.2.3 no amendments shall have effect until approved by the Board
of Inland Revenue.
In administering or amending the Scheme account may be taken of
the nature of the services rendered by the employee or director,
their present and potential contributions to the success of the
Company and its group, and such other factors as the Board, the
committee or special committee (as defined below) shall deem
relevant.
7.3 The cost of establishing and operating the Scheme shall be
borne by LTXE.
<PAGE> 8
7.4 7.4.1 The Board may establish a committee consisting of
not less than three Members of the Board to whom any
or all of its powers in relation to the Scheme may be
delegated. The Board may at any time dissolve the
committee, alter its constitution or direct the
manner in which it shall act.
7.4.2 With respect to directors and officers eligible to
receive an Option under this scheme, the Scheme shall be
administered by a special committee of the Board of
Directors of the Company who are "disinterested persons"
as defined in Rule 16b-3(c)(2)(i) under Section 16 of
the Securities Exchange Act of 1934 and who are also not
an employee of one or more if the Company and its
subsidiaries.
7.5 Any notice or other communication under or in connection with
the Scheme shall be in writing, and sent by registered or
certified mail or delivered by hand, if to the Company, to its
Treasurer at LTX Park at University Avenue, Westwood,
Massachusetts 02090 and if to the Option Holder, to the address
as the Option Holder shall last have furnished to the
communicating party. Items sent by post shall be prepaid and
shall be deemed to have been received 72 hours after posting.
7.6 The Company shall at all times keep available sufficient
authorized and unissued Shares to satisfy the exercise to the
full extent still possible of all Options which neither lapsed
not been fully exercised, taking account of any other
obligations of the Company to issued unissued Shares.
8. TRANSFER OF SHARES
------------------
8.1 The Eligible Employee agrees that no shares which are
purchased under this Scheme will be transferred unless
8.1.1 such Shares are registered under the provisions of the
Securities Act of 1933, as amended or
8.1.2 counsel to the Company shall be of the opinion that the
proposed transfer will not constitute a violation of
such Act.
8.2 The Eligible Employee agrees that the Company may place an
endorsement on any certificate representing any Shares issued
pursuant to the Scheme to this effect.
<PAGE> 1
LTX Corporation
January 26, 1995
EXHIBIT 5
BINGHAM, DANA & GOULD
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110-1726
TELEPHONE: (617) 951-8000
TELEX: 275147 BDGBSN UR
CABLE ADDRESS: BLODGHAM BSN
TELECOPY: (617) 951-8736
WASHINGTON OFFICE HARTFORD OFFICE LONDON OFFICE
(202) 822-9320 (203) 244-3770 011-44-71-799-2646
January 26, 1995
LTX Corporation
LTX Park at University Avenue
Westwood, MA 02090
Re: LTX Corporation
1995 LTX (Europe) Ltd. Approved Stock Option 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 January 26, 1995 (the "Registration Statement"), of 100,000 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 1995 LTX
(Europe) Ltd. Approved Stock Option Plan (the "Plan").
We have acted as counsel to the Company in connection with the foregoing
registration of the Shares. We have examined and relied upon the originals or
copies of such records, instruments, certificates, memoranda and other
documents as we have deemed necessary or advisable for purposes of this opinion
and have assumed, without independent inquiry, the accuracy of those documents.
In that examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing
such documents. We have
<PAGE> 2
LTX Corporation
January 26, 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, we are 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.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to the filing of a copy of this opinion
with the Registration Statement.
Very truly yours,
/s/ BINGHAM, DANA & GOULD
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports dated September 13, 1994 (except with respect to the matter discussed
in Note 4, as to which the date is October 6, 1994) included in LTX
Corporation's Form 10K for the year ended July 31, 1994 and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 26, 1995
