<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TERADYNE, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2272148
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
321 Harrison Avenue, Boston, Massachusetts 02118
(Address of Principal Executive Offices) (Zip Code)
_____________________
TERADYNE, INC.
1979 EMPLOYEE STOCK PURCHASE PLAN
1991 EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
_____________________
William B. Asher, Jr., Esq.
TESTA, HURWITZ & THIBEAULT
Exchange Place, 53 State Street
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 248-7000
(Telephone number, including area code, of agent for service)
________________________________
Approximate date of commencement of sales pursuant to plan:
From time to time after the Registration Statement has become effective.
________________________________
Total of sequentially numbered pages: 27
Exhibit index on sequentially numbered page: 6
<PAGE> - 2 -
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to to be offering price aggregate registration
be registered registered per share (1) offering price fee
- --------------------------------------------------------------------------------
1979 Employee
Stock Purchase Plan
Common Stock 400,000 $28.75 $11,500,000 $ 3,965.55
$0.125 Par Value shares
1991 Employee
Stock Option Plan
Common Stock 3,000,000 $28.75 $86,250,000 $29,741.59
$0.125 Par Value shares
================================================================================
(1) The price of $28.75 per share, which was the average of the high and
low prices of the Common Stock on the New York Stock Exchange on August 11,
1994, is set forth solely for purposes of calculating the filing fee.
================================================================================
<PAGE> - 3 -
This Registration Statement registers additional securities
of the same class as other securities for which the Registration
Statement No. 33-38251 on Form S-8 was filed with the Securities
and Exchange Commission (the "Commission") on December 18, 1990
relating to the 1979 Employee Stock Purchase Plan and the
Registration Statement No. 33-42352 on Form S-8 was filed with the
Commission on August 23, 1991 relating to the 1979 Employee Stock
Purchase Plan and the 1991 Employee Stock Option Plan. Pursuant to
General Instruction E, the contents of the above-listed Registration
Statements are hereby incorporated by reference.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 8. Exhibits.
--------
Exhibit Description of Exhibit
------- ----------------------
4.1 Teradyne, Inc. 1979 Employee Stock Purchase
Plan, as amended.
4.2 Teradyne, Inc. 1991 Employee Stock Option
Plan, as amended.
4.3 Restated Articles of Organization of the
Registrant, as amended (filed as Exhibit
4.1 to Registration Statement on Form
S-3, filed with the Securities and
Exchange Commission, effective December
5, 1991 and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Testa, Hurwitz & Thibeault
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (contained on page 4 of
this Registration Statement).
<PAGE> - 4 -
POWER OF ATTORNEY
Each person whose signature appears below this registration
statement hereby constitutes and appoints Alexander V.
d'Arbeloff, Owen W. Robbins and Richard J. Testa and each of
them, with full power to act without the other, his or her true
and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for hin or her and in his or her
name, place and stead in any and all capacities (until revoked in
writing) to sign all amendments (including post-effective
amendments) to this registration statement on Form S-8 of
Teradyne, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary
fully to all intents and purposes as he or she might or could do
in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute, may lawfully do or cause to be done by virtue hereof.
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 cuased this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts
on this 15th day of August, 1994.
TERADYNE, INC.
By:/s/ Owen W. Robbins
-------------------
Owen W. Robbins
Executive Vice President
Chief Financial Officer
<PAGE> - 5 -
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
--------- -------- ----
\s\ Alexander V. d'Arbeloff President and Chairman of August 15, 1994
- --------------------------- the Board (Principal
Alexander V. d'Arbeloff Executive Officer)
\s\ Owen W. Robbins Executive Vice President August 15, 1994
- ------------------- and Director (Principal
Owen W. Robbins Financial Officer)
\s\ Donald J. Hamman Controller (Principal August 15, 1994
- -------------------- Accounting Officer)
Donald J. Hamman
\s\ Edwin L. Artzt Director August 15, 1994
- ------------------
Edwin L. Artzt
\s\ Albert Carnesale Director August 15, 1994
- --------------------
Albert Carnesale
\s\ Daniel S. Gregory Director August 15, 1994
- ---------------------
Daniel S. Gregory
\s\ Dwight H. Hibbard Director August 15, 1994
- ---------------------
Dwight H. Hibbard
\s\ Franklin P. Johnson, Jr. Director August 15, 1994
- ----------------------------
Franklin P. Johnson, Jr.
Director
- --------------------
John P. Mulroney
\s\ James A. Prestridge Executive Vice President August 15, 1994
- ----------------------- and Director
James A. Prestridge
\s\ Richard J. Testa Director August 15, 1994
- --------------------
Richard J. Testa
<PAGE> - 6 -
EXHIBIT INDEX
Sequentially
Exhibit Description of Exhibit Numbered Page
- ------- ---------------------- -------------
4.1 Teradyne, Inc. 1979 Employee Stock
Purchase Plan, as amended. 7
4.2 Teradyne, Inc. 1991 Employee Stock
Option Plan, as amended. 15
4.3 Restated Articles of Organization of
the Registrant, as amended (filed as
Exhibit 4.1 to Registration
Statement on Form S-3, filed with
the Securities and Exchange
Commission, effective December 5,
1991 and incorporated herein by
reference). --
5.1 Opinion of Testa, Hurwitz &
Thibeault. 25
23.1 Consent of Testa, Hurwitz &
Thibeault (included in Exhibit 5.1). --
23.2 Consent of Independent Auditors. 27
24.1 Power of Attorney (contained in
page 4 of this Registration
Statement). --
<PAGE> - 7 -
EXHIBIT 4.1
-----------
TERADYNE, INC.
1979 EMPLOYEE STOCK PURCHASE PLAN
(Amended as of May 26, 1994)
Article 1 - Purpose
- -------------------
This Employee Stock Purchase Plan (the "Plan") is intended as
an incentive and to encourage stock ownership by all eligible
employees of Teradyne, Inc. (the "Company"), participating
subsidiaries, and acquired businesses so that they may share in
the growth of the Company by acquiring or increasing their
proprietary interest in the Company. It is intended that options
issued pursuant to the Plan shall constitute options issued
pursuant to an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986 (the "Code"),
as amended.
Article 2 - Administration of the Plan
- --------------------------------------
The Plan may be administered by a committee appointed by the
Board of Directors of the Company (the "Committee"). The
Committee shall consist of not less than two members of the
Company's Board of Directors. The Board of Directors may from
time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall
be filled by the Board of Directors. The Committee may select on
one of its members as Chairman, and shall hold meetings at such
times and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts
of the Committee.
The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted under its shall
be final unless otherwise determined by the Board of Directors.
The Committee may from time to time adopt such rules and
regulations for carrying out the Plan as it may deem best,
provided that any such rules and regulation shall be applied on a
uniform basis to all employees under the Plan. No member of the
Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan or any option granted under it.
In the event the Board of Directors fails to appoint or
refrains from appointing a Committee, the Board of Directors
shall have all powers and authority to administer the Plan. In
such event, the word "Committee" wherever used herein shall be
deemed to mean the Board of Directors.
Article 3 - Eligible Employees
- ------------------------------
No option may be granted to any person serving as a member of
the Committee at the time of grant. Subject to this limitation,
<PAGE> - 8 -
all Eligible Employees (as defined herein) of the Company or any
of its participating subsidiaries (as defined in Article 18) who
have completed more than 90 days of employment with the Company
or any of its subsidiaries on or before the first day of any
Payment Period (as defined in Article 5) shall be eligible to
receive options under this Plan to purchase the Company's Common
Stock, and all Eligible Employees shall have the same rights and
privileges as defined in this Plan. In no event may an employee
be granted an option if such employee, immediately after the
option is granted, owns stock possessing 5 percent or more of the
total combined voting power or value of all classes of stock of
the Company or of its parent corporation or subsidiary
corporation, as the terms "parent corporation" and "subsidiary
corporation" are defined in Section 425 of the Code. For
purposes of determining stock ownership under this paragraph, the
rules of Section 425(d) of the Code shall apply, and stock which
the employee may purchase under outstanding options shall be
treated as stock owned by the employee.
For purposes of this Plan the term "Eligible Employee" shall
not include an employee whose customary employment is less than
20 hours per week or whose customary employment is for not more
than 5 months in any calendar year.
The Board of Directors shall have the authority to permit
employees of acquired businesses to participate in the Plan
effective within the then current Payment Period without
compliance with the eligibility and participation requirements of
the Plan, to the extent permitted by the Code.
Article 4 - Stock Subject to the Plan
- -------------------------------------
The stock subject to the options shall be shares of the
Company's authorized but unissued shares of Common Stock or
shares of Common Stock re-acquired by the Company, including
shares purchased in the open market. The aggregate number of
shares which may be issued pursuant to the Plan is 4,600,000,
subject to adjustment as provided in Article 13. In the event
any option granted under the Plan shall expire or terminate for
any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part, the
unpurchased shares subject thereto shall again be available under
the Plan.
Article 5 - Payment Period and Stock Options
- --------------------------------------------
The twelve-month period commencing annually on the first day
of January and ending annually on the last day of December is the
Payment Period during which payroll deductions will be
accumulated under the Plan. Each Payment Period includes only
regular pay days falling within it.
<PAGE> - 9 -
Annually on the first business day of the Payment Period, the
Company will grant to each Eligible Employee who has elected to
participate in the Plan an option to purchase on the last day of
such Payment Period, at the Option Price hereinafter provided
for, such number of shares of the Common Stock of the Company
reserved for the purpose of the Plan as does not exceed the
greater of the number of shares equal to 10% of the employee's
regular annual base pay divided by the price determined in
accordance with (i) below, or 3,000 shares, on condition that
such employee remains eligible to participate in the Plan
throughout such Payment Period. The participant shall be
entitled to exercise such options so granted only to the extent
of his accumulated payroll deductions on the last day of such
Payment Period, but in no event to exceed 3,000 shares. The
Option Price for each Payment Period shall be the lesser of
(i) 85% of the average market price of the Company's Common Stock
on the first business day of the Payment Period or (ii) 85% of
the average market price of the Company's Common Stock on the
last business day of the Payment Period, in either event rounded
up to avoid fractions other than 1/4, 1/2 and 3/4. The foregoing
limitation on the number of shares which may be granted in any
Payment period and the Option Price per share shall be subject to
adjustment as provided in Article 13.
For purposes of the Plan the term "average market price" is
the average of the high and low prices of the Common Stock of
the Company on the principal national securities exchange on
which it is so traded or such other national securities exchange
as shall be designated by the Committee.
For purposes of this Plan the term "business day" as
used herein means a day on which there is trading on the national
securities exchange.
No Eligible Employee shall be granted an option which permits
his rights to purchase Common Stock under the Plan and any
similar plans of the Company or any parent or subsidiary
corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is
granted) for each calendar year in which such option is
outstanding at any time. The purpose of the limitation in the
preceding sentence is to comply with Section 423(b)(8) of the
Code.
Article 6 - Exercise of Option
- ------------------------------
Each Eligible Employee who continues to be a participant in
the Plan on the last business day of a Payment Period shall be
deemed to have exercised his option on such date and shall be
deemed to have purchased from the Company such number of full
shares of Common Stock reserved for the purpose of the Plan as
his accumulated payroll deductions on such date will pay for at
such Option Price but in no event more than 3,000 shares.
<PAGE> - 10 -
Subject to Article 15, if a participant is not an employee on the
last business day of a Payment Period, he shall not be entitled
to exercise his option.
Article 7 - Unused Payroll Deductions
- -------------------------------------
Only full shares of Common Stock may be purchased under the
Plan. Unused payroll deductions remaining in an employee's
account at the end of a Payment Period shall be refunded to such
participant without interest.
Article 8 - Authorization for Entering Plan
- -------------------------------------------
An Eligible Employee may enter the Plan by filling out,
signing and delivering to the Personnel Office an authorization:
A. Stating the amount to be deducted regularly from his
pay;
B. Authorizing the purchase of stock for him in the Payment
Period in accordance with the terms of the Plan; and
C. Specifying the exact name in which stock purchased for
him is to be issued as provided under Article 12 hereof.
Such authorization must be received by the Personnel Office at
least 15 days before the beginning date of the next Payment
Period.
Unless an employee files a new authorization or withdraws
from the Plan, his deductions and purchases under the
authorization he has on file under the Plan will continue from
one Payment Period to succeeding Payment Periods as long as the
Plan remains in effect.
The Company will accumulate and hold for the employee's
account the amounts deducted from his pay. No interest will be
paid on it.
Article 9 - Minimum and Maximum Amounts of Payroll Deductions
- -------------------------------------------------------------
An Eligible Employee may authorize payroll deductions in an
amount (in whole percents) not less than 2% but not more than 10%
of his regular annual base pay.
Article 10 - No Change in Payroll Deductions
- --------------------------------------------
Deductions may not be increased or decreased during any
Payment Period, except to reflect changes in base pay during the
Payment Period.
<PAGE> - 11 -
Article 11 - Withdrawal from the Plan
- -------------------------------------
An Eligible Employee may withdraw from the Plan, in whole but
not in part, at any time prior to the last business day of each
Payment Period by delivering a Withdrawal Notice to the Personnel
Office, in which event the Company will refund the entire balance
of his deductions as soon as practicable thereafter.
To re-enter the Plan, an Eligible Employee who has
previously withdrawn must file a new authorization in accordance
with Article 8. His re-entry into the Plan cannot, however,
become effective before the beginning of the next Payment Period
following his withdrawal.
Article 12 - Issuance of Stock
- ------------------------------
Certificates for stock issued to participants will be
delivered as soon as practicable after each Payment Period.
Stock purchased under the Plan will be issued only in the
name of the Eligible Employee, or if his authorization so
specifies, in the name of the employee and another person of
legal age as joint tenants with rights of survivorship.
Article 13 - Adjustments
- ------------------------
Upon the happening of any of the following described events,
an optionee's rights under options granted hereunder shall be
adjusted as hereinafter provided:
A. In the event shares of Common Stock of the Company shall
be subdivided or combined into a greater or smaller number of
shares or if, upon a merger, consolidation, reorganization,
split-up, liquidation, combination, recapitalization or the
like of the Company, the shares of the Company's Common Stock
shall be exchanged for other securities of the Company or of
another corporation, each optionee shall be entitled, subject
to the conditions herein stated, to purchase such number of
shares of Common Stock or amount of other securities of the
Company or such other corporation as were exchangeable for
the number of shares of Common Stock of the Company which
such optionee would have been entitled to purchase except for
such action, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision,
combination, or exchange; and
B. In the event the Company shall issue any of its shares as
a stock dividend upon or with respect to the shares of stock
of the class which shall at the time be subject to option
hereunder, each optionee upon exercising such an option shall
be entitled to receive (for the purchase price paid upon such
exercise) the shares as to which he is exercising his option
and, in addition thereto (at no additional cost), such number
<PAGE> - 12 -
of shares of the class or classes in which such stock
dividend or dividends were declared or paid, and such amount
of cash in lieu of fractional shares, as is equal to the
number of shares thereof and the amount of cash in lieu of
fractional shares, respectively, which he would have received
if he had been the holder of the shares as to which he is
exercising his option at all times between the date of the
granting of such option and the date of its exercise.
Upon the happening of any of the foregoing events, the class
and aggregate number of shares set forth in Article 4 hereof
which are subject to options which have heretofore been or may
hereafter be granted under the Plan shall also be appropriately
adjusted to reflect the events specified in paragraphs A and B
above. The Committee shall determine the adjustments to be made
under this Article 13, and its determination shall be conclusive.
Article 14 - No Transfer or Assignment of Employee's Rights
- -----------------------------------------------------------
An employee's rights under the Plan are his alone and may not
be transferred or assigned to, or availed of by, any other
person. Any option granted to an employee may be exercised only
by him.
Article 15 - Termination of Employee's Rights
- ---------------------------------------------
An employee's rights under the Plan will terminate when he
ceases to be an employee because of retirement, resignation,
discharge, death, change of status or for any other reason,
except that if an employee is laid off on account of an absence
of work during the last three months of any Payment Period, he
shall nevertheless be deemed to be a participant in the Plan on
the last day of the Payment Period. A Withdrawal Notice will be
considered as having been received from the employee on the day
his employment ceases, and all payroll deductions not used to
purchase stock will be refunded.
If an employee's payroll deductions are interrupted by any
legal process, a Withdrawal Notice will be considered as having
been received from him on the day the interruption occurs.
Article 16 - Termination and Amendments to Plan
- -----------------------------------------------
The Plan may be terminated at any time by the Company's Board
of Directors but such termination shall not affect options then
outstanding under the Plan. It will terminate in any case when
all or substantially all of the unissued shares of stock reserved
for the purposes of the Plan have been purchased. If at any time
shares of stock reserved for the purposes of the Plan remain
available for purchase but not in sufficient number to satisfy
all then unfilled purchase requirements, the available shares
shall be apportioned among participants in proportion to their
options and the Plan shall terminate. Upon such termination or
any other termination of the Plan, all payroll deductions not
used to purchase stock will be refunded.
<PAGE> - 13 -
The Board of Directors also reserves the right to amend the
Plan from time to time in any respect provided, however, that no
amendment shall be effective without prior approval of the
stockholders which would (a) except as provided in Article 13,
increase the number of shares of Common Stock to be offered under
the Plan or (b) change the class of employees eligible to receive
options under the Plan.
Article 17 - Limitations on Sale of Stock Purchased Under the Plan
- ------------------------------------------------------------------
The Plan is intended to provide Common Stock for investment
and not for resale. The Company does not, however, intend to
restrict or influence any employee in the conduct of his own
affairs. An employee may, therefore, sell stock purchased under
the Plan at any time he chooses, subject to compliance with any
applicable Federal or state securities laws; provided, however,
that because of certain Federal tax requirements, each employee
will agree by entering the Plan, promptly to give the Company
notice of any such stock disposed of within two years after the
date of grant of the applicable option showing the number of such
share disposed of. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET
FLUCTUATIONS IN THE PRICE OF THE STOCK.
Article 18 - Participating Subsidiaries
- ---------------------------------------
The term "participating subsidiaries" shall mean any
subsidiary of the Company which is designated by the Committee to
participate in the Plan. The Committee shall have the power to
make such designation before or after the Plan is approved by the
stockholders.
Article 19 - Optionees Not Stockholders
- ---------------------------------------
Neither the granting of an option to an employee nor the
deductions from his pay shall constitute such employee a
stockholder of the shares covered by an option until such shares
have been purchased by and issued to him.
Article 20 - Application of Funds
- ---------------------------------
The proceeds received by the Company from the sale of Common
Stock pursuant to options granted under the Plan will be used for
general corporate purposes.
Article 21 - Governmental Regulation
- ------------------------------------
The Company's obligation to sell and deliver shares of the
Company's Common Stock under this Plan is subject to the approval
of any governmental authority required in connection with the
authorization, issuance or sale of such shares.
<PAGE> - 14 -
Article 22 - Approval of Stockholders
- -------------------------------------
The Plan shall not take effect until approved by the holders
of a majority of the outstanding shares of the Common Stock of
the Company, which approval must occur within the period ending
twelve months after the date the plan was adopted by the Board of
Directors. The Plan was adopted by the Board of Directors on
December 6, 1978. It was approved by the stockholders of the
Company on April 25, 1979. All subsequent amendments to the Plan
adopted by the Board of Directors have been approved by the
stockholders.
<PAGE> - 15 -
EXHIBIT 4.2
-----------
TERADYNE, INC.
1991 EMPLOYEE STOCK OPTION PLAN
(Amended and Restated as of May 27, 1993)
1. Purpose. This 1991 Employee Stock Option Plan (the
"Plan") is intended to provide incentives (a) to the employees of
Teradyne, Inc. (the "Company"), its parent (if any) and any
present or future subsidiaries of the Company (collectively,
"Related Corporations") by providing them with opportunities to
purchase stock in the Company pursuant to options which qualify
as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), granted hereunder
("ISO" or "ISOs"); and (b) to directors, employees and
consultants of the Company and Related Corporations by providing
them with opportunities to purchase stock in the Company pursuant
to non-statutory stock options granted hereunder ("NSO" or
"NSOs"). Both ISOs and NSOs are referred to hereafter
individually as an "Option" and collectively as "Options." As
used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation" as those terms are
defined in Section 425 of the Code.
2. Administration of the Plan.
--------------------------
A. Board or Committee Administration. The Plan shall
be administered by the Board of Directors of the Company (the
"Board") or by a committee appointed by the Board (the
"Committee"); provided, that to the extent required by Rule
16b-3 of the Securities and Exchange Commission
("Rule 16b-3") under the Securities and Exchange Act of 1934,
as amended (the "1934 Act"), with respect to specific grants
of Options, the Plan shall be administered by a disinterested
administrator or administrators within the meaning of
Rule 16b-3. Hereinafter all references in this Plan to the
"Committee" shall mean the Board if no Committee has been
appointed. Subject to ratification of the grant of each
Option by the Board (if so required by applicable state law),
and subject to the terms of the Plan, the Committee shall
have the authority to (i) determine the employees of the
Company and Related Corporations (from among the class of
employees eligible under paragraph 3 to receive ISOs) to whom
ISOs may be granted, and to determine the individuals and
entities (from among the class of individuals and entities
eligible under paragraph 3 to receive NSOs) to whom NSOs may
be granted; (ii) determine the time or times at which Options
may be granted; (iii) determine the option price of shares
subject to each Option; (iv) determine whether each option
granted shall be an ISO or a NSO; (v) determine (subject to
paragraph 7) the time or times when each Option shall become
exercisable and the duration of the exercise period;
<PAGE> - 16 -
(vi) determine whether restrictions such as repurchase
options are to be imposed on shares subject to Options, and
the nature of such restrictions if any, and (vii) interpret
the Plan and prescribe and rescind rules and regulations
relating to it. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option
granted under it shall be final unless otherwise determined
by the Board. The Committee may from time to time adopt such
rules and regulations for carrying out the Plan as it may
deem best. No member of the Board or the Committee shall be
liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it.
3. Eligible Employees and Others. ISOs may be granted to
any employee of the Company or any Related Corporation. NSOs may
be granted to any employee, consultant or director of the Company
or any Related Corporation; provided, that no Option may be
granted hereunder to any non-employee director. Granting of any
option to any individual or entity shall neither entitle that
individual or entity to, nor disqualify him from, participation
in any other grant of Options.
4. Stock. The stock subject to Options shall be authorized
but unissued shares of Common Stock of the Company, par value
$.125 per share (the "Common Stock"), or shares of Common Stock
reacquired by the Company in any manner. The aggregate number of
shares which may be issued pursuant to the Plan is 6,000,000,
subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased
shares subject thereto shall again be available for grants of
Options under the Plan.
5. Granting of Options. Options may be granted under
the Plan at any time after March 13, 1991 and prior to March 13,
2001. The date of grant of an Option under the Plan will be the
date specified by the Committee at the time it grants the Option,
provided, however, that such date shall not be prior to the date
on which the Committee acts to approve the grant. The Committee
shall have the right, with the consent of the optionee, to
convert an ISO granted under the Plan to a NSO pursuant to
paragraph 16.
6. Minimum Option Price; ISO Limitations.
-------------------------------------
A. Price for NSOs. The price per share specified in
the agreement relating to each NSO granted under the Plan
shall in no event be less than the minimum legal
consideration therefor required under the laws of the
Commonwealth of Massachusetts. No more than 200,000 NSOs may
be granted under the Plan for less than "fair market value"
(as hereinafter defined).
<PAGE> - 17 -
B. Price for ISOs. The price per share specified in
the agreement relating to each ISO granted under the Plan
shall not be less than the fair market value per share of
Common Stock,on the date of such grant. In the case of an
ISO to be granted to an employee owning stock possessing more
than ten percent of the total combined voting power of all
classes of stock of the Company or any Related Corporation,
the price per share specified in the agreement relating to
such ISO shall not be less than 110 percent of the fair
market value of Common Stock on the date of grant.
C. $100,000 Annual Limitation on ISOs. Each eligible
employee may be granted ISOs only to the extent that, in the
aggregate under this Plan and all incentive stock option
plans of the Company and any Related Corporation, such ISOs
do not become exercisable for the first time by such employee
during any calendar year in a manner which would entitle the
employee to purchase more than $100,000 in fair market value
(determined at the time the ISOs were granted) of Common
Stock in that year. Any options granted to an employee in
excess of such amount will be granted as Non-Qualified
Options.
D. Determination of Fair Market Value. If, at the
time an Option is granted under the Plan, the Company's
Common Stock is publicly traded, "fair market value" shall be
determined as of the date such Option is granted and shall
mean (i) the average (on that date) of the high, low and
closing prices of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if
the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date)
of the Common Stock on the NASDAQ National Market List, if
the Common Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average-of-bid
prices) last quoted (on that date) by an established
quotation service for over-the-counter securities, if the
Common Stock is not reported on the NASDAQ National Market
List. However, if the Common Stock is not publicly traded at
the time an Option is granted under the Plan, "fair market
value" shall be deemed to be the fair value of the Common
Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices
of the Common Stock in private transactions negotiated at
arm's length.
7. Option Duration. Subject to earlier termination as
provided in paragraphs 9 and 10, each Option shall expire on the
date specified by the Committee, but not more than (i) ten years
and one day from the date of grant in the case of NSOs, (ii) ten
years from the date of grant in the case of ISOs generally, and
<PAGE> - 18 -
(iii) five years from the date of grant in the case of ISOs
granted to an employee owning stock possessing more than ten
percent &f the total combined voting power of all classes of
stock of the Company or any Related Corporation. Subject to
earlier termination as provided in paragraphs 9 and 10, the term
of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of
such ISO that is converted into a NSO pursuant to paragraph 16.
8. Exercise of Option. Subject to the provisions of
paragraphs 9 through 12, each Option granted under the Plan shall
be exercisable as follows:
A. Vesting. The Option shall either be fully
exercisable on the date of grant or shall become exercisable
thereafter in such installments as the Committee may specify.
B. Full Vesting of Installments. Once an installment
becomes exercisable it shall remain exercisable until
expiration or termination of the Option, unless otherwise
specified by the Committee.
C. Partial Exercise. Each Option or installment may
be exercised at any time or from time to time, in whole or in
part, for up to the total number of shares with respect to
which it is then exercisable.
D. Acceleration of Vesting. The Committee shall have
the right to accelerate the date of exercise of any
installment of any option; provided, that the Committee shall
not, without the consent of the optionee, accelerate the
exercise date of any installment of any Option granted to any
employee as an ISO (and not previously converted into a NSO
pursuant to paragraph 16) if such acceleration would violate
the annual vesting limitation contained in Section 422 of the
Code, as described in paragraph 6(C).
9. Termination of Employment. If an optionee ceases to be
employed by the Company and all Related Corporations other than
by reason of death or disability as defined in paragraph 10, no
further installments of his Options shall become exercisable, and
his Options shall terminate after the passage of 90 days from the
date of termination of his employment; provided, that the
Committee may specify that NSOs may remain exercisable for more
than 90 days from the date of termination of employment;
provided, further, that in no event shall any Option or part or
installment thereof become or remain exercisable after its
specified expiration date. Employment shall be considered as
continuing uninterrupted during any bona fide leave of absence
(such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does
not exceed 90 days or, if longer, any period during which such
optionee's, right to reemployment is guaranteed by statute. A
<PAGE> - 19 -
bona fide leave of absence with the written approval of the
Committee shall not be considered an interruption of employment
under the Plan, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the
employment of the optionee after the approved period of absence.
Options granted under the Plan shall not be affected by any
change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee
of the Company or any Related Corporation. Nothing in the Plan
shall be deemed to give any grantee of any Option the right to be
retained in employment or other service by the Company or any
Related Corporation for any period of time.
Notwithstanding anything to the contrary contained
above, in the case of normal retirement, NSOs granted to an
optionee shall remain exercisable until the date which is the
earlier of (i) the NSOs, specified expiration date or (ii) 90
days from the date upon which such optionee becomes employed by a
competitor of the Company, to the extent of the number of shares
which have vested prior to and during such period. The Committee
shall have the absolute discretion to determine whether and as of
what date any optionee is employed by a competitor of the
Company.
10. Death; Disability.
-----------------
A. Death. If an optionee ceases to be employed by the
Company and all Related Corporations by reason of his death,
any option of his may be exercised, to the extent of the
number of shares with respect to which he has theretofore
been granted options (whether or not such options have vested
in accordance with their terms) by his estate, personal
representative or beneficiary who has acquired the Option by
will or by the laws of descent and distribution, (i) in the
case of ISOs, at any time prior to the earlier of the ISOs'
specified expiration date or 180 days from the date of the
optionee's death or (ii) in the case of NSOs, at any time
prior to the earlier of the NSOs' specified expiration date
or one year from the date of the optionee's death.
B. Disability. If an optionee ceases to be employed
by the Company and all Related Corporations by reason of his
disability, any Option theretofore granted to such optionee
shall remain exercisable until the date which is (i) in the
case of ISOs, the earlier of the ISOs' specified expiration
date or 180 days from the date of the termination of the
optionee's employment or (ii) in the case of NSOs, the
earlier of the NSOs' specified expiration date or 33 months
from the date of the termination of the optionee's
employment, to the extent of the number of shares (a) which,
in the case of ISOs, have vested prior to and during the
period specified in clause (i) and (b) which, in the case of
NSOs, have vested prior to and during the period which is 30
months from the date the optionee ceases to be employed by
<PAGE> - 20 -
the Company. For the purposes of this Plan, the term
"disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code or any successor
statute.
11. Assignability. No Option shall be assignable or
transferable by the optionee except by will or by the laws of
descent and distribution, and during the lifetime of the optionee
each option shall be exercisable only by him.
12. Terms and Conditions of Options. Options shall be
evidenced by instruments (which need not be identical) in such
forms as the Committee may from time to time approve. Such
instruments shall conform to the terms and conditions set forth
in paragraphs 6 through 11 hereof and may contain such other
provisions as the Committee deems advisable which are not
inconsistent with the Plan, including restrictions applicable to
shares of Common Stock issuable upon exercise of options. The
Committee may from time to time confer authority and
responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized
and directed to take any and all action necessary or advisable
from time to time to carry out the terms of such instruments.
13. Adjustments. Upon the occurrence of any of the
following events, an optionee's rights with respect to Options
granted to him hereunder shall be adjusted as hereinafter
provided, unless otherwise specifically provided in the written
agreement between the optionee and the Company relating to such
Option:
A. Stock Dividends and Stock Splits. If the shares of
Common Stock shall be subdivided or combined into a greater
or smaller number of shares or if the Company shall issue any
shares of Common Stock as a stock dividend on its outstanding
Common Stock, the number of shares of Common Stock
deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and
appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock
dividend.
B. Consolidations or Mergers. If the Company is to be
consolidated with or acquired by another entity in a merger,
sale of all or substantially all of the Company's assets or
otherwise (an "Acquisition"), the Committee or the board of
directors of any entity assuming the obligations of the
Company hereunder (the "Successor Board"), shall, as to
outstanding Options, either (i) make appropriate provision
for the continuation of such options by substituting on an
equitable basis for the shares then subject to such options
the consideration payable with respect to the outstanding
<PAGE> - 21 -
shares of Common Stock in connection with the Acquisition; or
(ii) upon written notice to the optionees, provide that all
options must be exercised, to the extent then exercisable,
within a specified number of days of the date of such notice,
at the end of which period the Options shall terminate; or
(iii) terminate all Options in exchange for a cash payment
equal to the excess of the fair market value of the shares
subject to such Options (to the extent then exercisable) over
the exercise price thereof.
C. Recapitalization or Reorganization. In the event
of a recapitalization or reorganization of the Company (other
than a transaction described in subparagraph B above)
pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares
of Common Stock, an optionee upon exercising an Option shall
be entitled to receive for the purchase price paid upon such
exercise the securities he would have received if he had
exercised his option prior to such recapitalization or
reorganization.
D. Modification of ISOs. Notwithstanding the
foregoing, any adjustments made pursuant to subparagraphs A,
B or C with respect to ISOs shall be made only after the
Committee, after consulting with counsel for the Company,
determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in
Section 425 of the Code) or would cause any adverse tax
consequences for the holders of such ISOs. If the Committee
determines that such adjustments made with respect to ISOs
would constitute a modification of such ISOs, it may refrain
from making such adjustments.
E. Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, each
option will terminate immediately prior to the consummation
of such proposed action or at such other time and subject to
such other conditions as shall be determined by the
Committee.
F. Issuances of Securities. Except as expressly
provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities
of the Company.
G. Fractional Shares. No fractional shares shall be
issued under the Plan and the optionee shall receive from the
Company cash in lieu of such fractional shares.
<PAGE> - 22 -
H. Adjustments. Upon the happening of any of the
events described in subparagraphs A, B or C above, the class
and aggregate number of shares set forth in paragraph 4
hereof that are subject to Options which previously have been
or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in
such subparagraphs. The Committee or the Successor Board
shall determine the specific adjustments to be made under
this paragraph 13 and, subject to paragraph 2, its
determination shall be conclusive.
If any person or entity owning restricted Common Stock
obtained by exercise of an Option receives shares or
securities or cash in connection with a corporate transaction
described in subparagraphs A, B or C above as a result of
owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions
and restrictions applicable to the restricted Common Stock
with respect to which such shares or securities or cash were
issued, unless otherwise determined by the Committee or the
Successor Board.
14. Means of Exercising Options. An Option (or any part or
installment thereof) shall be exercised by giving written notice
to the Company at its principal office address. Such notice
shall identify the Option being exercised and specify the number
of shares as to which such Option is being exercised, accompanied
by full payment of the purchase price therefor either (a) in
United States dollars in cash or by check, or (b) at the
discretion of the Committee, through delivery of shares of Common
Stock having fair market value equal as of the date of the
exercise to the cash exercise price of the Option, or (c) at the
discretion of the Committee in exceptional cases, by delivery of
the optionee's personal recourse note bearing interest payable
not less than annually at no less than 100% of the lowest
applicable Federal rate, as defined in Section 1274(d) of the
Code, or (d) at the discretion of the Committee, by any
combination of (a), (b) and (c) above. If the Committee
exercises its discretion to permit payment of the exercise price
of an ISO by means of the methods set forth in clauses (b) or (c)
of the preceding sentence, such discretion shall be exercised in
writing at the time of the grant of the ISO in question.
Alternatively, payment may be made in whole or in part in shares
of the Common Stock of the Company already owned by the person or
persons exercising the option or shares subject to the option
being exercised (subject to such restrictions and guidelines as
the Board may adopt from time to time), or consistent with
applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of
the Common Stock acquired upon exercise of the option and an
authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the participant's
direction at the time of exercise. The holder of an Option shall
not have the rights of a shareholder with respect to the shares
<PAGE> - 23 -
covered by his Option until the date of issuance of a stock
certificate to him for such shares. Except as expressly provided
above in paragraph 13 with respect to changes in capitalization
and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such
stock certificate is issued.
15. Term and Amendment of Plan. This Plan was adopted by
the Board on March 13, 1991, and shall expire on the end of the
day on March 13, 2001 (except as to Options outstanding on that
date). The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable,
provided, however, that the Board may not, without approval by
the affirmative vote of the holders of a majority of the
securities of the Company present, or represented, and entitled'
to vote at a meeting duly held in accordance with the applicable
laws of the state in which the Company is incorporated, (i)
materially increase the benefits accruing to participants under
the Plan; (ii) increase the number of shares for which options
may be granted under the Plan; or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
Termination or any modification or amendment of the Plan shall
not, without consent of a participant, affect his rights under an
option previously granted to him.
16. Conversion of ISOs into NSOs; Termination of ISOs. The
Committee, with the written approval of any optionee, may in its
discretion take such actions as may be necessary to convert such
optionee's ISOs (or any installments of portions of installments
thereof) that have not been exercised on the date of conversion
into NSOs at any time prior to the expiration of such ISOs,
regardless of whether the optionee is an employee of the Company
or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the
exercise period or reducing the exercise price of the appropriate
installments of such Options. At the time of such conversion,
the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting NSOs as the Committee
in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan
shall be deemed to give any optionee the right to have such
optionee's ISOs converted into NSOs, and no such conversion shall
occur until and unless the Committee takes appropriate action.
The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at
the time of such termination.
17. Application of Funds. The proceeds received by the
Company from the sale of shares pursuant to Options granted under
the Plan shall be used for general corporate purposes.
<PAGE> - 24 -
18. Governmental Regulation. The Company's obligation to
sell and deliver shares of Common Stock under this Plan is
subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such
shares.
19. Withholding of Additional Income Taxes. Upon the
exercise of a NSO, the making of a Disqualifying Disposition (as
defined in paragraph 20) or the vesting of restricted Common
Stock acquired on the exercise of an Option, the Company, in
accordance with Section 3402(a) of the Code, may require the
optionee to pay additional withholding taxes in respect of the
amount that is considered compensation includible in such
person's gross income. The Committee in its discretion may
condition (i) the exercise of an option or (ii) the vesting of
restricted Common Stock acquired by exercising an Option, on the
optionee's payment of such additional withholding taxes.
20. Notice to Company of Disqualifying Disposition. Each
employee who receives ISOs shall agree to notify the Company in
writing immediately after the employee makes a disqualifying
disposition of any Common Stock received pursuant to the exercise
of an ISO (a "Disqualifying Disposition"). Disqualifying
Disposition means any disposition (including any sale) of such
stock before the later of (a) two years after the employee was
granted the ISO under which he acquired such stock, or (b) one
year after the employee acquired such stock by exercising such
ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying
Disposition will thereafter occur.
21. Governing Laws; Construction. The validity and
construct on of the Plan and the instruments evidencing options
shall be governed by the laws of the Commonwealth of
Massachusetts. In construing this Plan, the singular shall
include the plural and the masculine gender shall include the
feminine and neuter, unless the context otherwise requires.
<PAGE> - 25 -
EXHIBIT 5.1
-----------
TESTA, HURWITZ & THIBEAULT
ATTORNEYS AT LAW
EXCHANGE PLACE, 53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2809
OFFICE (617)248-7000 FAX (617)248-7100
August 15, 1994
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Re: Registration Statement on Form S-8 Relating
to the 1979 Employee Stock Purchase Plan and
the 1991 Employee Stock Option Plan of
Teradyne, Inc. (the "Company")
--------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration
Statement on Form S-8 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of
three million four hundred thousand (3,400,000) shares of Common
Stock, $0.125 par value, of the Company (the "Shares").
We are counsel to the Company and are familiar with the
proceedings of its stockholders and Board of Directors. We have
examined original or certified copies of the Company's Restated
Articles of Organization, as amended, the Company's Amended and
Restates By-laws, the corporate records of the Company to the
date hereof, and such other certificates, documents, records and
materials as we have deemed necessary in connection with this
opinion letter.
We are members only of the Bar of the Commonwealth of
Massachusetts and are not expert in, and express no opinion
regarding, the laws of any jurisdictions other than the
Commonwealth of Massachusetts and the United States of America.
Based upon and subject to the foregoing, we are of the
opinion that the Shares proposed to be issued by the Company
pursuant to the 1979 Employee Stock Purchase Plan and the 1991
Employee Stock Option Plan (the "Plans") will be, upon receipt of
the consideration provided for in the Plans, validly issued,
fully paid and nonassessable after issuance of such Shares in
accordance with the terms of the Plans.
<PAGE> - 26 -
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT
<PAGE> - 27 -
EXHIBIT 24.2
------------
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this
registration statement on form S-8 of Teradyne, Inc. of our
reports dated January 24, 1994 on our audits of the consolidated
financial statements and financial statement schedules of
Teradyne, Inc. as of December 31, 1993 and 1992, and for the three
years in the period ended December 31, 1993, which report is
incorporated by reference in the Annual Report on Form 10-K of
Teradyne, Inc.
COOPERS & LYBRAND
Boston, Massachusetts
August 11, 1994
