<PAGE>
As filed with the Securities and Exchange Commission on October 14, 1999
File No. 333-88963
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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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<PAGE>
This Post-Effective Amendment to the Registration Statement on Form S-3 is
being filed to amend the legal opinion included as Exhibit 5.1, which, due to
a transmission error, was inadvertently not filed in its entirety with the
initial filing of the Registration Statement.
1
<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 Amendment No.
1 to the 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, as amended, this
Amendment No. 1 to the 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-1
<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)
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* previously filed
<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>
LTX Corporation
October 13, 1999
Page 2
Company and that the Shares will be sold and transferred only upon the payment
therefor as provided in the Underwriting Agreement. We have further assumed that
the registration requirements of the Act and all applicable requirements of
state laws regulating the sale of securities will have been duly satisfied.
This opinion is limited solely to the Massachusetts Business
Corporation Law, as applied by courts located in the Commonwealth of
Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when delivered and paid for in accordance with the provisions of the
Underwriting Agreement, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
