UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
LTX Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
502392 10 3
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(CUSIP Number)
Robinson Markel, Esq.
Rosenman & Colin LLP
575 Madison Avenue
New York, N.Y. 10022-2585
(212) 940-8967
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 27, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 502392 10 3 Schedule 13D Page 2 of 6 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ando Electric Co., Ltd.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Japan
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7 Sole Voting Power
Number of
Shares 400,000
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting None
Person --------------------------------------------------------
With 9 Sole Dispositive Power
400,000
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10 Shared Dispositive Power
None
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- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
400,000
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
1.13%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 502392 10 3 Schedule 13D Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NEC Corporation
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Japan
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 400,000
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting None
Person --------------------------------------------------------
With 9 Sole Dispositive Power
400,000
--------------------------------------------------------
10 Shared Dispositive Power
None
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
400,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
1.13%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 6 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.05 per share, of
LTX Corporation, a Massachusetts corporation ("LTX"), with principal
offices at LTX Park at University Avenue, Westwood, Massachusetts
02090-2306.
Item 2. Identity and Background.
The name, business address and principal business of the persons filing
this statement are:
Ando Electric Co., Ltd., 19-7 Kamata, 4-chome, Ota-ku, Tokyo 144 Japan
("Ando"). Ando is a Japanese corporation which manufactures and sells
optical fiber and digital communications measuring instruments and test
systems.
NEC Corporation, 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-01 Japan
("NEC"). NEC is a Japanese corporation which manufactures and sells
electronic products worldwide, primarily communications systems and
equipment, computer and industrial electron systems, and electron devices.
The executive officers and directors of Ando are:
Sho Nakanuma, Chairman of the Board
Masao Motohashi, President
Yoshiaki Kuzushima, Executive Vice President
The executive officers and directors of NEC are:
Hisashi Kaneko, President
Seijiro Yokoyama, Senior Executive Vice President
Hajime Sasaki, Senior Executive Vice President
Tatsuo Sakairi, Senior Executive Vice President
Kouji Nishigaki, Executive Vice President
Masami Shinozaki, Executive Vice President
Hirokazu Akiyama, Executive President
Yoshi Takayama, Executive President
Masato Chiba, Executive Vice President
Mineo Sugiyama, Executive Vice President
Eiichi Yoshikawa, Senior Vice President
Shigeo Matsumoto, Senior Vice President
Hiroshi Shiba, Senior Vice President
Yoshio Omori, Senior Vice President
Kazuhiko Kanou, Senior Vice President
Yukihiko Baba, Senior Vice President
Kanji Sugihara, Senior Vice President
Iwao Shinohara, Senior Vice President
Kaoru Tosaka, Senior Vice President
<PAGE>
Page 5 of 6 Pages
In the case of each executive officer and director listed above pursuant
to General Instruction C, their positions above constitute their principal
occupation and employment, and their business address is c/o Ando or NEC,
as appropriate. Each is a citizen of Japan.
None of the reporting persons or the other persons or the other persons
listed pursuant to General Instruction C has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party, during the last five years, to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in any of them being subjected to a judgment, decree or
final order enjoining future violation of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On April 20, 1998, Ando and LTX signed an agreement under which Ando paid
LTX $10,000,000 from working capital funds and surrendered to LTX
1,600,000 of the 2,000,000 shares formerly represented by the Common Stock
purchase warrant whose receipt by Ando was the subject of the initial
filing of Schedule 13D. The payment and share surrender was made in
consideration of the grant of rights described in Item 4. As a result of
that transaction, Ando's holding of Common Stock was reduced to 400,000
shares.
Item 4. Purpose of Transaction.
The purpose of the transaction was the acquisition of certain sales,
manufacturing and marketing rights in Japan with respect to LTX's new
Fusion equipment line.
None of the reporting persons has any plans or proposals which relate to
or which would result in any of the actions described in subparagraphs (a)
through (j) inclusive of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Ando holds 400,000 shares, constituting 1.13% of the Common Stock.
NEC, which holds 50.03% of Ando's outstanding shares, may be deemed to
beneficially own the Common Stock owned by Ando.
Neither Ando nor NEC plans to file any further amendments to Schedule 13D.
Percentages are based on 35,508,736 shares of LTX Common Stock outstanding
as of October 1, 1998, as reported on Form 10-K for the year ended July
31, 1998.
<PAGE>
Page 6 of 6 Pages
(b) Ando has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the Common Stock of which it is
beneficial owner. NEC, by virtue of its position as the controlling
stockholder of Ando may be deemed to share such power with Ando.
Pursuant to Section 240.13d-4, NEC disclaims beneficial ownership of the
Common Stock owned by Ando, and the filing of this Schedule 13D on behalf
of NEC shall not be construed as an admission that NEC is, for the purpose
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of such securities.
(c) There have been no transactions in the Common Stock by the reporting
persons.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
As described above, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2
and any other person with respect to the Common Stock or other securities
of LTX.
Item 7. Material to be Filed as Exhibits.
None.
Signatures
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
instrument is true, complete and correct.
Dated: November 23, 1998
NEC Corporation Ando Electric Co., Ltd.
By: /s/ H. Kaneko By: /s/ M. Motohashi
-------------------------- ------------------------------
Name: Hisashi Kaneko Name: Masao Motohashi
Title: President Title: President
