As filed with the Securities and Exchange Commission on July 31, 1997
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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.)
Incorporation or Organization)
321 Harrison Avenue
Boston, Massachusetts 02118
(Address of Principal Executive Offices)
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Teradyne, Inc. 1996 Non-Employee Director Stock Option Plan
(Full Title of the Plan)
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Jeffrey R. Hotchkiss
Vice President and
Chief Financial Officer
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
(Name and Address of Agent For Service)
617-482-2700
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
Donald G. Leka, Esq. William B. Asher, Jr., Esq.
Teradyne, Inc. Testa, Hurwitz & Thibeault, LLP
321 Harrison Avenue High Street Tower
Boston, Massachusetts 02118 125 High Street
Boston, Massachusetts 02110
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<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
- ------------------- ---------- ----- ----- ----------------
<S> <C> <C> <C> <C>
Teradyne, Inc. 1996 Non-Employee Director Stock Option Plan
Teradyne Common Stock, 800,000 shares $42.38 (1) $33,296,250.00 $10,090.00
$.125 par value
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<FN>
(1) 52,500 of such shares are subject to outstanding options. The exercise
price of such options of $30.88 was determined at the time of grant.
Accordingly, pursuant to Rule 457(h)(1), the price of $42.38 per share, which is
the average of the high and low prices reported on the New York Stock Exchange
on July 29, 1997, is set forth solely for purposes of calculating the filing fee
with respect to the 747,500 remaining ungranted options. The exercise price of
$30.88 per share shall be used to calculate the filing fee with respect to the
52,500 outstanding options.
</FN>
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated in this Registration Statement by reference as of their respective
dates (File No. 1-6462):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed pursuant to the Exchange Act which
contains audited financial statements for the fiscal year ended
December 31, 1996.
(b) The Registrants Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997 filed pursuant to the Exchange Act which contains
unaudited financial statements for the quarter ended March 30, 1997.
(c) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(d) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12(b) of the Exchange Act on April
10, 1979.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
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offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed on by
Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 02110,
which serves as general counsel to the Registrant. Richard J. Testa, a member of
the firm and Clerk, Secretary and a director of the Registrant, owned
beneficially 32,000 shares of Common Stock of the Registrant as of April 7,
1997.
Item 6. Indemnification of Directors and Officers.
Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. Section 2 of Article VI
of the Registrant's Amended and Restated By-laws provides that each director and
officer shall be indemnified by the Registrant against liabilities and expenses
in connection with any legal proceeding to which such officer or director may
become a party by reason of being or having been an officer or director of the
Registrant or of any organization in which the Registrant directly or indirectly
owns shares or of which the Registrant is a creditor, and provides that the
Board of Directors of the Registrant may, without stockholder approval,
authorize the Registrant to enter into agreements, including any amendments or
modifications thereto, with any of its directors or officers providing for
indemnification of such person to the maximum extent permitted under applicable
law and the Registrant's Restated Articles of Organization, as amended, and
Amended and Restated By-Laws.
Article Six of the Registrant's Restated Articles of Organization
("Article Six") eliminates the personal liability of the Registrant's directors
for monetary damages for breach of their fiduciary duty as directors to the
Registrant and its stockholders, notwithstanding any provision of law imposing
such liability. Article Six does not, however, eliminate liability of the
Registrant's directors (i) for breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant and its directors and officers are covered by liability
insurance. In addition, the directors and officers of the Registrant are covered
by individual indemnification agreements with the Registrant.
Item 7. Exemption From Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
Exhibit No. Description of Exhibit
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price Waterhouse
23.3 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5.1)
24.1 Power of Attorney
(found on Page 7 of this Registration Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on the 31st day of July, 1997.
TERADYNE, INC.
By: /s/ Jeffrey R. Hotchkiss
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Jeffrey R. Hotchkiss
Vice President and
Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Teradyne, Inc., hereby
severally constitute and appoint George W. Chamillard, Jeffrey R. Hotchkiss and
Richard J. Testa, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments thereto (including post-effective amendments), and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Teradyne, Inc. to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
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<S> <C> <C>
/s/ George W. Chamillard President and Director July 31, 1997
- --------------------------- (Principal Executive Officer)
George W. Chamillard
/s/ Jeffrey R. Hotchkiss Vice President and July 31, 1997
- --------------------------- Chief Financial Officer
Jeffrey R. Hotchkiss (Principal Financial Officer)
/s/ Alexander V. d'Arbeloff Chairman of the Board July 31, 1997
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Alexander V. d'Arbeloff
/s/ Donald J. Hamman Controller July 31, 1997
- --------------------------- (Principal Accounting Officer)
Donald J. Hamman
/s/ James A. Prestridge Director July 31, 1997
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James A. Prestridge
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<PAGE>
/s/ Owen W. Robbins Director July 31, 1997
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Owen W. Robbins
/s/ James W. Bagley Director July 31, 1997
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James W. Bagley
/s/ Albert Carnesale Director July 31, 1997
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Albert Carnesale
/s/ Daniel S. Gregory Director July 31, 1997
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Daniel S. Gregory
/s/ Dwight H. Hibbard Director July 31, 1997
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Dwight H. Hibbard
/s/ John P. Mulroney Director July 31, 1997
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John P. Mulroney
/s/ Richard J. Testa Director July 31, 1997
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Richard J. Testa
/s/ Patricia S. Wolpert Director July 31, 1997
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Patricia S. Wolpert
</TABLE>
-8-
<PAGE>
Exhibit 5.1
<PAGE>
(Testa, Hurwitz & Thibeault, LLP. Letterhead)
July 31, 1997
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
Re: Registration Statement on Form S-8 Relating to the
Teradyne, Inc. 1996 Non-Employee Director Stock Option
Plan (the "Plan")
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Teradyne, Inc. (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 800,000 shares of Common Stock, $.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 certificate of incorporation, as amended, the Company's
by-laws, as amended, 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 experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts and the United States
of America, and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP.
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TESTA, HURWITZ & THIBEAULT, LLP.
<PAGE>
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 17, 1997 on our audits of the consolidated
financial statements of Teradyne, Inc. as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, which report is
incorporated by reference in the Annual Report of Teradyne, Inc. on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 30, 1997
<PAGE>
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 20, 1995 relating to the
consolidated financial statements of Megatest Corporation and its subsidiaries
as of and for the year ended August 31, 1994, which report appears on page 29 of
Teradyne, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1996.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
San Jose, California
July 30, 1997
