<PAGE>
As filed with the Securities and Exchange Commission on October 14, 1999
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LTX Corporation
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2594045
(State or other jurisdiction of (I.R.S. Employer Identification No.)
organization)
LTX Park
University Avenue
Westwood, Massachusetts 02090
(781) 461-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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DAVID G. TACELLI
Vice President and Chief Financial Officer
LTX Corporation
LTX Park
University Avenue
Westwood, Massachusetts 02090
(781) 461-1000
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies of all communications to:
MICHAEL P. O'BRIEN, ESQ. GORDON H. HAYES, JR., ESQ.
Bingham Dana LLP Testa, Hurwitz & Thibeault, LLP
150 Federal Street 125 High Street
Boston, Massachusetts 02110 Boston, Massachusetts 02110
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-86769
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share* Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value 805,000
$.05 per share........ shares $13.63 $10,972,150 $3,050
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</TABLE>
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* Estimated solely for the purpose of determining the registration fee.
Calculated in accordance with Rule 457(c), based on the offering of up to
805,000 shares, including 105,000 shares that the underwriters have an
option to purchase from the Registrant to cover over-allotments, at a
purchase price of $13.625 per share, which is the average of the high and
low prices reported on the Nasdaq National Market on October 11, 1999.
5,405,000 shares were registered under Registration Statement No. 333-86769,
for which a filing fee of $19,158 was made.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.05 par value per share, of LTX
Corporation, a Massachusetts corporation, for an offering pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
earlier effective registration statement (Registration No. 333-86769) are
incorporated in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
the requirements for filing on Form S-3 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
14th day of October, 1999.
LTX Corporation
/s/ David G. Tacelli
By: _________________________________
David G. Tacelli
Chief Financial Officer
and Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer, October 14, 1999
______________________________________ President and Director
Roger W. Blethen (Principal Executive
Officer)
/s/ David G. Tacelli Chief Financial Officer October 14, 1999
______________________________________ (Principal Financial &
David G. Tacelli Accounting Officer)
* Chairman of the Board October 14, 1999
______________________________________
Samuel Rubinovitz
* Director October 14, 1999
______________________________________
Robert J. Boehlke
* Director October 14, 1999
______________________________________
Jacques Bouyer
* Director October 14, 1999
______________________________________
Stephen M. Jennings
* Director October 14, 1999
______________________________________
Roger J. Maggs
* Director October 14, 1999
______________________________________
Robert E. Moore
</TABLE>
/s/ David G. Tacelli
*By: ____________________________
David G. Tacelli
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Bingham Dana LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bingham Dana LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page to Registration Statement
No. 333-86769 on Form S-3 filed September 9, 1999)
<PAGE>
Exhibit 5.1
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[BINGHAM DANA LLP LETTERHEAD]
October 13, 1999
LTX Corporation
LTX Park
University Avenue
Westwood, Massachusetts 02090
Re: Rule 462(b) Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for LTX Corporation, a Massachusetts
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 805,000 shares of Common
Stock, $.05 par value per share, of the Company (the "Shares"), pursuant to a
Registration Statement on Form S-3 of the Company being filed pursuant to Rule
462(b) under the Act (the "Registration Statement") in connection with the
offering described in the Registration Statement on Form S-3, File No. 333-86769
as amended by Amendment No. 1 thereto (as so amended, the "Original Registration
Statement"), initially filed by the Company with the Securities and Exchange
Commission on September 9, 1999.
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the issuance of the Shares. We have also examined and
relied upon originals or copies of such corporate records, agreements,
certificates, and other documents as we have deemed necessary or appropriate as
a basis for the opinion expressed below. In our 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 any document.
We have also assumed that an Underwriting Agreement substantially in
the form of Exhibit 1.1 to the Original Registration Statement, but revised to
include the Shares, by and among the Company and the underwriters named therein
(the "Underwriting Agreement"), will have been duly executed and delivered
pursuant to the authorizing resolutions of the Board of Directors of the
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
To the Board of Directors and Stockholders of LTX Corporation:
As independent public accountants, we hereby consent to the use of our report
dated August 24, 1999 included in or made part of this Registration Statement
and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
October 13, 1999
