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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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Teradyne, Inc.
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(Exact name of Registrant as specified in its charter)
Massachusetts 1-6462 04-2272148
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
321 Harrison Avenue,
Boston, Massachusetts 02118
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (617) 482-2700
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Total number of sequentially numbered pages in this filing,
including exhibits thereto:6
Exhibit Index Located on Page 5
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Item 5. Other Events
On September 5, 1995, Teradyne, Inc. ("Teradyne") entered into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with M
Merger Corp., a Delaware corporation and wholly owned subsidiary of Teradyne
("Merger Sub"), and Megatest Corporation, a Delaware corporation ("Megatest").
Pursuant to the Merger Agreement, and upon the satisfaction of all closing
conditions, Merger Sub will merge (the "Merger") with and into Megatest, with
Megatest as the surviving corporation.
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___________________
(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:
<TABLE>
<CAPTION>
Exchange Ratio Calculator
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<S> <C> <C> <C>
Final
Parent
Stock Exchange
Price Ratio Notes
Less than or equal to $36 0.9091 o Exchange Ratio calculated as:
36 1/8 0.9070
36 1/4 0.9050
36 3/8 0.9029 _______________1_____________________
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36 1/2 0.9009 (Final Parent Stock Price x .02) +.38)
36 5/8 0.8989
36 3/4 0.8969
36 7/8 0.8949
37 0.8929 o Maximum Exchange Ratio = .9091
37 1/8 0.8909
37 1/4 0.8889 o Minimum Exchange Ratio = 0.8333
37 3/8 0.8869
37 1/2 0.8850 o Table is illustrative. Actual Final
37 5/8 0.8830 Parent Stock Price shall be rounded to
37 3/4 0.8811 four decimal places as shall the
37 7/8 0.8791 Exchange Ratio.
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>
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The closing of the transaction is subject to certain conditions,
including anti-trust 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.
Exhibit No. Description
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99.1 Joint Press release of Teradyne and Megatest,
dated September 6, 1995
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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.
Teradyne, Inc.
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(Registrant)
Date: September 12, 1995 /s/ Richard J. Testa
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Richard J. Testa
Clerk
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EXHIBIT INDEX
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Page Number in
Sequentially Numbered
Exhibit No. Description Copy
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99.1 Joint Press release of Teradyne and
Megatest, dated September 6, 1995. 6
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Exhibit 99.1
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Corporate
News TERADYNE
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Date: September 6, 1995
For Release: Immediate
TERADYNE, MEGATEST ANNOUNCE AGREEMENT TO MERGE
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 shareholder 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 4000 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.
Contacts: Teradyne - Frederick Van Veen, Vice President (617) 422-2494
- George d'Arbeloff, Vice President (617) 422-2565
Megatest - Paul Emery, Vice President (408) 441-3170
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