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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 5, 1995
Commission File Number 0-17393
MEGATEST CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 94-2422195
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1321 Ridder Park, San Jose, California 95131
(408) 437-9700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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ITEM 5. OTHER EVENTS
On September 5, 1995, Megatest Corporation, a Delaware corporation
("Megatest"), entered into an Agreement and Plan of Merger and Reorganization
(the "Merger Agreement") with Teradyne, Inc. ("Teradyne") and M Merger Corp.,
a Delaware corporation and wholly owned subsidiary of Teradyne ("Merger Sub").
Pursuant to the Merger Agreement, and upon the satisfaction of all closing
conditions, Merger Sub will merge (the "Merger") with and into Megatest, and
Megatest will become a wholly-owned subsidiary of Teradyne.
Upon the closing of the Merger each outstanding share of Megatest
common stock will be converted into the right to receive 0.9091 shares of
Teradyne common stock, subject to the following adjustment (.9091 shares, as
adjusted, the "Exchange Ratio"): (i) if the Final Teradyne Stock Price (as
defined below) is equal to or less than $36.00 per share, no adjustment to the
Exchange Ratio shall be made; (ii) if the Final Teradyne Stock Price is greater
than $36.00 per share then the Exchange Ratio shall be adjusted pursuant to the
following formula:
Exchange Ratio = 1
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(Final Teradyne Stock Price x .02) + .38
but in no event will the Exchange Ratio be greater than .9091 or less than
.8333. "Final Teradyne Stock Price" shall mean the average of the closing
prices of Teradyne common stock for the twenty consecutive days on which
Teradyne common stock is traded on The New York Stock Exchange ending on the
fifth calendar day immediately preceding the Special Meeting of Megatest
stockholders held for the purpose of approving the Merger.
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By way of example only, the following table illustrates the calculation
of the Exchange Ratio as determined in accordance with various Final Teradyne
Stock Prices:
Exchange Ratio Calculator
<TABLE>
<CAPTION>
Final
Parent
Stock Exchange
Price Ratio
<S> <C> <C>
Less than or equal to $36 0.9091
36 1/8 0.9070
36 1/4 0.9050
36 3/8 0.9029
36 1/2 0.9009
36 5/8 0.8989
36 3/4 0.8969
36 7/8 0.8949
37 0.8929
37 1/8 0.8909
37 1/4 0.8889
37 3/8 0.8869
37 1/2 0.8850
37 5/8 0.8830
37 3/4 0.8811
37 7/8 0.8791
38 0.8772
38 1/8 0.8753
38 1/4 0.8734
38 3/8 0.8715
38 1/2 0.8696
38 5/8 0.8677
38 3/4 0.8658
38 7/8 0.8639
39 0.8621
39 1/8 0.8602
39 1/4 0.8584
39 3/8 0.8565
39 1/2 0.8547
39 5/8 0.8529
39 3/4 0.8511
39 7/8 0.8493
40 0.8475
40 1/8 0.8457
40 1/4 0.8439
40 3/8 0.8421
40 1/2 0.8403
40 5/8 0.8386
40 3/4 0.8368
40 7/8 0.8351
Greater than or equal to 41 0.8333
</TABLE>
Notes
- Exchange rate calculated as:
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(Final Teradyne Stock Price x 0.2) +.38
- Maximum Exchange Ratio = .9091
- Minimum Exchange Ratio = .8333
- Table is illustrative. Actual Final Teradyne Stock Price shall be rounded to
four decimal places as shall the Exchange Ratio.
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The closing of the transaction is subject to certain conditions,
including clearance under the Hart-Scott-Rodino Antitrust Improvement
Act of 1976, as amended, and approval by Megatest's stockholders. The
transaction is expected to be accounted for as a pooling-of-interests.
The information contained in the joint press release of Teradyne and
Megatest, dated September 6, 1995, attached as Exhibit 99.1 is hereby
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Joint Press release of Teradyne and Megatest, dated September 6, 1995.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 19, 1995 Megatest Corporation
by: /s/ John E. Halter
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John E. Halter
Chairman & Chief Executive Officer
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[MEGATEST LOGO]
PRESS RELEASE
MEGATEST CORPORATION
1321 RIDDER PARK DRIVE
SAN JOSE, CA 95131-2806
TEL. NO. 408-437-9700
FAX 408-451-3201
FOR MORE INFORMATION, CONTACT:
Paul W. Emery, II Rae Anne Chalmers
Chief Financial Officer Manager, Investor Relations
Megatest Corporation Megatest Corporation
(408) 441-3170 (408) 451-3255
TERADYNE, MEGATEST ANNOUNCE AGREEMENT TO MERGE
FOR IMMEDIATE RELEASE September 6, 1995
BOSTON, MA Teradyne, Inc. and Megatest Corporation today announced that the two
companies have entered into a definitive merger agreement. Under the terms of
the proposed merger, which will take the form of a pooling of interests, each
Megatest stockholder will receive between 0.8333 and 0.9091 share of Teradyne
stock for each share of Megatest stock, the exact ratio depending on the market
price of Teradyne common stock during the period prior to the completion of the
transaction. At the closing price for Teradyne stock on September 1, the
agreement values Megatest's currently outstanding shares at approximately $245
million. The transaction is subject to certain conditions, including anti-trust
clearance under the Hart-Scott-Rodino Act and approval by Megatest stockholders.
It is expected that the transaction will close in January, 1996.
Teradyne, Inc., based in Boston Massachusetts, is a leading manufacturer of
automatic test equipment and connection systems for the electronics and
telecommunications industries. Its sales in the year ending December 31, 1994
were $677 million, and it employs more than 4,000 people worldwide. Its stock
is listed on the New York Stock Exchange under the symbol TER.
Megatest Corporation, based in San Jose, California, manufactures several lines
of semiconductor test systems. Its sales in the fiscal year ending August 31,
1994 were $100 million. It employs 550 people worldwide. Its stock is traded on
the NASDAQ National Capital Market under the symbol MEGT.
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