As filed with the Securities and Exchange Commission on June 9, 1998
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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 of (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 Employee Stock Purchase Plan
Teradyne, Inc. 1997 Employee 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)
--------------------
Copies to:
Donald G. Leka, Esq. William B. Asher, Jr., Esq.
Teradyne, Inc. Testa, Hurwitz & Thibeault, LLP
321 Harrison Avenue High Street Tower
oston, 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 Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
---------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Teradyne, Inc. 1996 Employee Stock Purchase Plan
Teradyne Common Stock, 2,000,000 shares $28.59 (1) $ 57,187,500.00 $16,870.00
$.125 par value
Teradyne, Inc. 1997 Employee Stock Option Plan
Teradyne Common Stock, 6,000,000 shares $28.59 (1) $171,562,500.00 $50,611.00
$.125 par value
<FN>
(1) None of such shares are subject to outstanding options. The exercise
price of such options shall be determined at the time of grant. Accordingly,
pursuant to Rule 457(h)(1), the price of $28.59 per share, which is the average
of the high and low prices reported on the New York Stock Exchange on June 8,
1998, is set forth solely for purposes of calculating the filing fee.
</FN>
</TABLE>
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which Registration Statements on Form S-8 (No.
333-07177) relating to Teradyne, Inc.'s 1996 Employee Stock Purchase Plan and
Form S-8 (No. 333-26045) relating to Teradyne, Inc.'s 1997 Employee Stock Option
Plan have been filed. Pursuant to General Instruction E of Form S-8, the
contents of the above-listed Registration Statements are hereby incorporated by
reference.
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, 1997 filed pursuant to the Exchange Act which
contains audited financial statements for the fiscal year ended
December 31, 1997.
(b) 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.
(c) 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
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.
<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 Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
<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 9th day of June, 1998.
TERADYNE, INC.
By: /s/ Jeffrey R. Hotchkiss
------------------------
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 Alexander V. d'Arbeloff, 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
---------- --------- -----
<S> <C> <C>
/s/ Alexander V. d'Arbeloff Chairman of the Board June 9, 1998
- ---------------------------
Alexander V. d'Arbeloff
/s/ George W. Chamillard President, Chief Executive Officer, June 9, 1998
- ------------------------ and Member of the Board
George W. Chamillard (Principal Executive Officer)
/s/ Jeffrey R. Hotchkiss Vice President and Chief Financial June 9, 1998
- ------------------------ Officer
Jeffrey R. Hotchkiss (Principal Financial Officer)
/s/ Donald J. Hamman Controller June 9, 1998
- -------------------- (Principal Accounting Officer)
Donald J. Hamman
<PAGE>
/s/ James W. Bagley Director June 9, 1998
- --------------------
James W. Bagley
/s/ Albert Carnesale Director June 9, 1998
- --------------------
Albert Carnesale
/s/ Daniel S. Gregory Director June 9, 1998
- ---------------------
Daniel S. Gregory
/s/ Dwight H. Hibbard Director June 9, 1998
- ---------------------
Dwight H. Hibbard
/s/ John P. Mulroney Director June 9, 1998
- --------------------
John P. Mulroney
/s/ Vincent M. O'Reilly Director June 9, 1998
- -----------------------
Vincent M. O'Reilly
/s/ James A. Prestridge Director June 9, 1998
- -----------------------
James A. Prestridge
/s/ Owen W. Robbins Director June 9, 1998
- -------------------
Owen W. Robbins
/s/ Richard J. Testa Director June 9, 1998
- --------------------
Richard J. Testa
/s/ Patricia S. Wolpert Director June 9, 1998
- -----------------------
Patricia S. Wolpert
</TABLE>
<PAGE>
EXHIBIT INDEX
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 Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement)
EXHIBIT 5.1
(Testa, Hurwitz & Thibeault, LLP Letterhead)
June 9, 1998
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
Re: Amendment to Registration Statement on Form S-8 Relating to the
Teradyne, Inc. 1996 Employee Stock Purchase Plan (the "1996 Plan")
and the 1997 Employee Stock Option Plan (the "1997 Plan")
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Ladies and Gentlemen:
Reference is made to the above-captioned Amendment to Registration
Statement on Form S-8 (the "Amendment) filed by Teradyne, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 8,000,000 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 1996 Plan
and the 1997 Plan (collectively, the "Plans") will be, upon receipt of the
consideration provided for in each of the Plans, validly issued, fully paid and
nonassessable after issuance of such Shares in accordance with the terms of each
of the Plans.
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
-----------------------------------
TESTA, HURWITZ & THIBEAULT, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 16, 1998 on our audits of the consolidated
financial statements of Teradyne, Inc. as of December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997, 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
June 8, 1998
