<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
TERADYNE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2272148
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
</TABLE>
321 HARRISON AVENUE, BOSTON, MA 02118, (617) 482-2700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL A. BRADLEY
Vice President and Chief Financial Officer
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
(617) 482-2700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
WILLIAM B. ASHER, JR., ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $.125 par value... 1,841,162 shares $34.625 $63,750,234.25 $16,830.07
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933, the registration fee
has been calculated based upon the average of the high and low prices per
share of the Common Stock of Teradyne, Inc. on the New York Stock Exchange
on October 2, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED OCTOBER , 2000
PROSPECTUS
1,841,162 SHARES
TERADYNE, INC.
COMMON STOCK
------------------------
This prospectus is part of a registration statement that covers 1,841,162
shares of our common stock. The shares may be offered and sold from time to time
by certain selling stockholders of Teradyne, Inc. We will receive no proceeds
from the sale of the shares.
Our shares are traded on the New York Stock Exchange under the symbol
"TER." On October 2, 2000, the last reported sale price of our common stock on
the New York Stock Exchange was $33.50 per share.
------------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 6.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is October , 2000.
<PAGE> 3
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and accordingly file reports, proxy statements and
other information with the Securities and Exchange Commission. Reports, proxy
statements and other information filed by Teradyne may be inspected and copied
at prescribed rates at the Public Reference Room maintained by the Commission at
450 Fifth Street, N.W., Room 1200, Washington, D.C. 20549. Information on the
operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330. Our common stock is traded on the New York Stock Exchange.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act of 1933, as amended, with respect
to the shares of our common stock offered by this prospectus. This prospectus
does not contain all information set forth in the registration statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information regarding us
and the shares of our common stock offered, we refer you to the registration
statement and to the exhibits and schedules filed with it. Statements contained
in this prospectus regarding the contents of any agreement or other document
filed as an exhibit to the registration statement are necessarily summaries of
those documents, and in each instance we refer you to the copy of that document
filed as an exhibit to the registration statement for a more complete
description of the matters involved. The registration statement, including the
exhibits and schedules thereto, may be inspected at the public reference
facilities maintained by the Securities and Exchange Commission at 450 Fifth
Street, N.W., Room 1200, Washington, D.C. 20549 and copies of all or any part of
the registration statement may be obtained from that office upon payment of the
prescribed fees. In addition, the Securities and Exchange Commission maintains a
web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission.
We will provide without charge to each person who is delivered a
prospectus, on written or oral request, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to those documents unless
those exhibits are specifically incorporated by reference into those documents).
Requests for copies should be directed to Investor Relations, Teradyne, Inc.,
321 Harrison Avenue, Boston, Massachusetts 02118, Telephone: (617) 482-2700.
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<PAGE> 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission pursuant to the Exchange Act are incorporated in this prospectus by
reference:
1. Teradyne's Annual Report on Form 10-K for the fiscal year ended December
31, 1999 (File No. 001-06462).
2. Teradyne's Quarterly Reports on Form 10-Q for the fiscal quarters ended
April 2, 2000 and July 2, 2000 (both File No. 001-06462).
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of this offering, shall
be deemed incorporated by reference in this prospectus and made a part hereof
from the date of filing of those documents. Any statement contained in a
document incorporated or deemed incorporated by reference in this prospectus
shall be deemed modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed incorporated by reference herein or in any
prospectus supplement modifies or supersedes that statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
3
<PAGE> 5
TERADYNE, INC.
We design, manufacture, market and service test systems and related
software, as well as backplanes and associated connectors. We currently have
five principal products:
- semiconductor test systems;
- backplane connection systems;
- circuit-board inspection and test systems;
- broadband test systems; and
- software test systems.
Semiconductor Test Systems. We produce semiconductor test systems for use
by electronic component manufacturers in the design and testing of a wide
variety of semiconductor products, including logic, memory, mixed signal, and
"system on a chip" integrated circuits. Semiconductor test systems are sold to
semiconductor manufacturers and subcontractors to the semiconductor industry.
Semiconductor manufacturers use our semiconductor test systems to:
- measure product performance;
- improve product quality;
- shorten time to market;
- enhance manufacturability;
- conserve labor costs; and
- increase production yields.
Backplane Connection Systems. The computer, communications, and
military/aerospace industries are the principal users of our backplane
connection systems. A backplane is an assembly into which printed circuit boards
are inserted that provides for the interconnection of electrical signals between
the circuit boards and the other elements of the system. We produce both printed
circuit and metal backplanes, along with mating circuit-board connectors. Our
backplane connection systems customers include makers of data storage systems,
telecommunications gear, and routers and servers. In addition, backplane
connection systems have a long-standing military/aerospace customer base.
Circuit-board Inspection and Test Systems. Electronic equipment
manufacturers use our circuit-board inspection and test systems for the design,
inspection and testing of circuit boards and other assemblies. We also sell
circuit-board inspection and test systems to customers across most sectors of
the electronics industry and to companies in other industries that use
electronic devices in high volume. Similar to semiconductor test systems, our
customers use their systems and related software to increase product
performance, to improve product quality, to shorten time to market, to enhance
manufacturability, to conserve labor costs, and to increase production yields.
Broadband Test Systems. Broadband test systems support communications
service providers' goals to sell and deploy more services sooner and improve the
efficiency of qualification, provisioning and customer care.
Software Test Systems. A number of industries use our software test
systems to test communications networks, computerized telecommunication systems,
and web based applications. In September 2000, we announced that we are
consolidating our software test units into a single company to be called
Empirix. The employees of Empirix and an outside investor group will
subsequently own a controlling position in the new company, and we will retain
an ownership position. The transaction is expected to be completed at the end of
the fourth quarter of 2000.
We have sales and service offices throughout North America, Europe, the
Asia Pacific region, and Japan, as our customers outside the United States are
located primarily in those geographic areas. We sell in these
4
<PAGE> 6
areas predominantly utilizing a direct sales force and substantially all of our
manufacturing activities are conducted in the United States.
We were incorporated in Massachusetts in September 1960. Our principal
executive offices are located at 321 Harrison Avenue, Boston, Massachusetts
02118, and our telephone number is (617) 482-2700. Our web site is located at
www.teradyne.com. The information contained on our web site is not part of this
prospectus.
5
<PAGE> 7
RISK FACTORS
You should carefully consider the following risks before investing in our
common stock. These are not the only risks that we face. Additional risks may
also impair our business operations. If any of the following risks come to
fruition, our business, results of operations or financial condition could be
materially adversely affected. In that case, the trading price of our common
stock could decline, and you may lose all or part of your investment. You should
also refer to the other information set forth or incorporated by reference in
this prospectus, including our financial statements and the accompanying notes.
This prospectus contains certain "forward-looking statements" based on our
current expectations, assumptions, estimates and projections about our company
and our industry. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of many factors, as more fully
described in this section and elsewhere in the prospectus.
OUR SEMICONDUCTOR TESTING BUSINESS IS DEPENDENT ON THE CURRENT AND ANTICIPATED
MARKET FOR SEMICONDUCTORS, WHICH IS HIGHLY CYCLICAL.
Our business and results of operations depend in significant part upon
capital expenditures of manufacturers of semiconductors, which in turn depend
upon the current and anticipated market demand for semiconductors and products
incorporating semiconductors. The semiconductor industry has been highly
cyclical with recurring periods of over supply, which often have had a severe
effect on the semiconductor industry's demand for test equipment, including
systems manufactured and marketed by us. We believe that the markets for newer
generations of semiconductors will also be subject to similar fluctuations. We
cannot assure that any future increase in semiconductor test systems sales or
bookings for a calendar quarter will be sustained in subsequent quarters. In
addition, any factor adversely affecting the semiconductor industry or
particular segments within the semiconductor industry may adversely affect our
business, financial condition and operating results.
IF WE EXPERIENCE CANCELLATIONS OR OUR CUSTOMERS FAIL TO PLACE NEW ORDERS BECAUSE
OF OUR CURRENT ORDER BACKLOG, IT WOULD HAVE AN ADVERSE EFFECT ON OUR RESULTS OF
OPERATIONS.
We typically maintain a large multi-week order backlog. If we are unable to
fill these orders and meet customer delivery expectations, customers may cancel
existing orders or fail to place new orders in the future, which would have an
adverse effect on our revenues and results of operations. Factors that affect
our ability to meet customer delivery expectations include:
- the availability of expanded manufacturing facilities;
- our ability to attract and retain qualified manufacturing personnel to
meet anticipated manufacturing levels;
- the difficulties inherent in manufacturing highly complex products that
have only recently been introduced; and
- the availability of components, including semiconductor chips, which may
be in short supply from time to time.
In addition, we rely upon third-party contract manufacturers for certain
subsystems used in our products, and our ability to meet customer orders for
those products depends upon the timeliness and quality of the work performed by
these subcontractors, over whom we do not exercise any control.
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, WE MAY LOSE A VALUABLE
ASSET OR MAY INCUR COSTLY LITIGATION TO PROTECT OUR RIGHTS.
Our products incorporate technology that we protect in several ways,
including patents, copyrights, and trade secrets. While we believe that our
patents, copyrights, and trade secrets have value, in general no single one is
in itself essential. At times we have been notified that we may be in violation
of patents held by others.
6
<PAGE> 8
An assertion of patent infringement against us, if successful, could have a
material adverse effect on our ability to sell our products, or could require a
lengthy and expensive defense which could adversely affect our operating
results.
IF WE FAIL TO DEVELOP NEW TECHNOLOGIES TO ADAPT TO OUR CUSTOMERS' NEEDS AND IF
OUR CUSTOMERS FAIL TO ACCEPT OUR NEW PRODUCTS, IT WILL ADVERSELY AFFECT OUR
REVENUES.
We believe that our technological position depends primarily on the
technical competence and creative ability of our engineers. Our development of
new technologies, commercialization of those technologies into products, and
market acceptance and customer demand for those products is critical to our
success. Successful product development and introduction depends upon a number
of factors, including:
- new product selection;
- development of competitive products by competitors;
- timely and efficient completion of product design; and
- timely and efficient implementation of manufacturing and assembly
processes and product performance at customer locations.
INTENSE COMPETITION IN OUR INDUSTRY MAY AFFECT OUR REVENUES.
We face substantial competition, throughout the world, in each of our
operating segments. Some of these competitors also have substantial financial
and other resources to pursue engineering, manufacturing, marketing and
distribution of their products. We also face competition from internal suppliers
at several of our customers. Some of our competitors have introduced or
announced new products with certain performance characteristics which may be
considered equal or superior to those we currently offer. We expect our
competitors to continue to improve the performance of their current products and
to introduce new products or new technologies that provide improved cost of
ownership and performance characteristics. New product introductions by
competitors could cause a decline in sales or loss of market acceptance of our
products. Moreover, increased competitive pressure could lead to intensified
price based competition, which could materially adversely affect our business,
financial condition and results of operations.
WE ARE SUBJECT TO RISKS OF OPERATING INTERNATIONALLY.
We derive a significant portion of our total revenue from customers outside
the United States. Our international sales are subject to significant risks and
difficulties, including:
- unexpected changes in legal and regulatory requirements and in policy
changes affecting our markets;
- changes in tariffs and exchange rates;
- political and economic instability;
- difficulties in accounts receivable collection;
- difficulties in staffing and managing international operations; and
- potentially adverse tax consequences.
In addition, we generate a significant portion of our semiconductor test
systems revenue from customers operating in South Asian countries and Taiwan.
Although the economies of South Asian countries and Taiwan have stabilized to
some degree since mid fiscal 1998, if these economies deteriorate the negative
economic developments would increase the likelihood of either a direct or
indirect adverse impact on the our future operating results.
7
<PAGE> 9
OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY.
Our quarterly and annual operating results are affected by a wide variety
of factors that could materially adversely affect revenues and profitability,
including:
- competitive pressures on selling prices;
- the timing and cancellation of customer orders;
- changes in product mix;
- our ability to introduce new products and technologies on a timely basis;
- introduction of products and technologies by our competitors;
- market acceptance of our and our competitors' products;
- fulfilling backlog on a timely basis;
- reliance on sole source suppliers;
- potential retrofit costs;
- the level of orders received which can be shipped in a quarter; and
- the timing of investments in engineering and development.
As a result of the foregoing and other factors, we have and may continue to
experience material fluctuations in future operating results on a quarterly or
annual basis which could materially and adversely affect our business, financial
condition, operating results and stock price.
8
<PAGE> 10
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholders. See "Selling Stockholders" and "Plan of Distribution" described
below.
SELLING STOCKHOLDERS
The following table sets forth, as of the date of the prospectus, the
number and percentage of shares of our common stock beneficially owned by each
of the selling stockholders prior to this offering and the maximum number of
shares that each selling stockholder, its transferees, distributees, pledgees,
donees or other successors in interest may offer and sell pursuant to this
prospectus. Since each of the selling stockholders may sell all, some or none of
its shares, we cannot estimate the actual number of shares of our common stock
that will be sold by such selling stockholder or the aggregate number or
percentage of shares of our common stock that such selling stockholder will own
upon completion of this offering. See "Plan of Distribution."
The shares of our common stock offered under this prospectus may be offered
from time to time by and for the account of each of the selling stockholders.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
OF SHARES BENEFICIALLY NUMBER OF
OWNED PRIOR TO OFFERING(1) SHARES
-------------------------- OFFERED PURSUANT
SELLING STOCKHOLDER NUMBER PERCENT(2) TO THIS PROSPECTUS
------------------- ---------- ----------- ------------------
<S> <C> <C> <C>
Robert Herring, Sr..................................... 1,221,658(3) * 1,221,658
Robert Herring, Jr..................................... 309,752(4) * 309,752
Charles Herring........................................ 309,752(5) * 309,752
</TABLE>
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* Less than 1%.
(1) Except as otherwise indicated, the persons named in the above table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them. Beneficial ownership is determined in accordance
with the rules of the Commission, and includes voting and investment power
with respect to shares.
(2) Based upon 175,319,732 shares of our common stock outstanding as of October
2, 2000.
(3) Includes 91,983 shares of our common stock that are held in escrow pursuant
to the terms of an escrow agreement, dated as of August 15, 2000, by and
among Teradyne, the selling stockholders, Herco Technology Corp., T-H
Acquisition Corporation and the Chase Manhattan Bank (the "Herco Escrow
Agreement") and 31,083 shares of our common stock that are held in escrow
pursuant to the terms of an escrow agreement dated as of August 15, 2000, by
and among Teradyne, Robert Herring, Sr., Perception Laminates, Inc., T-P
Acquisition Corporation and the Chase Manhattan Bank (the "Perception Escrow
Agreement"). Such shares may not be released from escrow and sold hereunder
except in accordance with the terms and conditions of the respective escrow
agreements.
(4) Includes 30,975 shares of our common stock that are held pursuant to the
Herco Escrow Agreement. Such shares may not be released from escrow and sold
hereunder except in accordance with the terms and conditions of the Herco
Escrow Agreement.
(5) Includes 30,975 shares of our common stock that are held pursuant to the
Herco Escrow Agreement. Such shares may not be released from escrow and sold
hereunder except in accordance with the terms and conditions of the Herco
Escrow Agreement.
1,539,332 of the shares offered hereby were issued to the selling
stockholders in connection with our acquisition of all of the outstanding
capital stock of Herco Technology Corp. and the remaining 301,830 shares were
issued to one of the selling stockholders in connection with our acquisition of
all of the outstanding capital stock of Perception Laminates, Inc. Both
transactions occurred on August 15, 2000.
9
<PAGE> 11
Since our acquisition of Herco Technology Corp., Messrs. Robert Herring,
Jr. and Charles Herring have continued to be employed as managers of Herco, now
a wholly-owned subsidiary of Teradyne.
Each of the selling stockholders represented to us that he was acquiring
his shares in the acquisition without any present intention of effecting a
distribution of those shares. In recognition of the fact, however, that each of
the selling stockholders may desire the ability to sell those shares of our
common stock he owns when he considers it appropriate, in connection with our
acquisition of Herco Technology Corp and Perception Laminates, Inc. we agreed to
file a registration statement with the Securities and Exchange Commission to
permit the public sale of the shares and to use our reasonable efforts to keep
the registration statement effective until the earlier of two years from the
effective date of the registration statement, and such time as all shares to be
registered hereunder are sold by the selling stockholders. We will prepare and
file such amendments and supplements to the registration statement as may be
necessary to keep it effective during such period.
PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to time
by the selling stockholders for their own account. We are responsible for the
expenses incurred in the registration of the shares, other than selling
discounts and commissions and stock transfer fees and taxes applicable to the
sale of the shares. In addition, we have agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the
Securities Act, and the selling stockholders have agreed to indemnify us against
certain liabilities, including liabilities under the Securities Act.
The distribution of the shares by the selling stockholders is not currently
subject to any underwriting agreement. The shares covered by this prospectus may
be sold by the selling stockholders or their transferees, distributees,
pledgees, donees, or other successors in interest from time to time. Such sales
may be made at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. Such sales may be effected in the over-the-counter market, on
the New York Stock Exchange, or on any exchange on which the shares may then be
listed. The shares may be sold by one or more of the following:
- one or more block trades in which a broker or dealer so engaged will
attempt to sell all or a portion of the shares held by the selling
stockholders as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- in negotiated transactions; and
- through other means.
The selling stockholders may effect these transactions by selling shares to
or through broker-dealers, and the broker-dealers will receive compensation in
negotiated amounts in the form of discounts, concessions, commissions or fees
from the selling stockholders and/or the purchasers of the shares for whom the
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). These brokers or dealers, or the participating brokers
or dealers, and the selling stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with these sales, and
any commissions received by the broker-dealers may be deemed to be underwriting
compensation.
We have informed the selling stockholders that the antimanipulation rules
under the Securities Exchange Act of 1934 (including, without limitation, Rule
10b-5 and Regulation M -- Rule 102) may apply to sales in the market and we will
furnish the selling stockholders upon request with a copy of these Rules. We
will also inform the selling stockholders of the need for delivery of copies of
this prospectus.
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<PAGE> 12
Any shares of our common stock covered by the prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.
We agreed to file a registration statement to register the resale of the
shares and to use our reasonable efforts to maintain the effectiveness of the
registration statement until the earlier of two years from the effective date of
this registration statement and the date on which no shares originally held by
the selling stockholders remain unsold.
The selling stockholders are not restricted as to the price or prices at
which they may sell their shares. Sales of the shares at less than the market
price may depress the market price of our common stock. The selling stockholders
are not restricted as to the number of shares which may be sold at any one time,
and it is possible that a significant number of shares could be sold at the same
time.
EquiServe L.P., 150 Royall Street, Canton, MA 02021 is the transfer agent
for our common stock.
11
<PAGE> 13
DESCRIPTION OF COMMON STOCK
Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders. Since holders of common stock do
not have cumulative voting rights, the holders of more than 50% of our common
stock can elect all the directors if they so choose. Holders of common stock are
entitled to receive ratably dividends, if any, as may be declared by the board
of directors out of funds legally available for payment of dividends. Upon the
liquidation, dissolution or winding up of Teradyne, holders of common stock are
entitled to receive ratably the net assets of Teradyne available after the
payment of all debts and other liabilities of Teradyne. Holders of common stock
have no preemptive, subscription, redemption or conversion rights, nor are they
entitled to the benefit of any sinking fund.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the shares offered
hereby will be passed upon for Teradyne, Inc. by Testa, Hurwitz & Thibeault,
LLP, Boston, Massachusetts. As of the date of this prospectus, certain attorneys
with the firm of Testa, Hurwitz & Thibeault, LLP beneficially own an aggregate
of 24,000 shares of our common stock. In addition, Richard J. Testa is a member
of the law firm Testa, Hurwitz & Thibeault, LLP and serves as Clerk of Teradyne
and on Teradyne's board of directors.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Teradyne, Inc. for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, THE SECURITIES ONLY IN JURISDICTIONS WHERE OFFERS AND
SALES ARE PERMITTED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE
HEREUNDER AFTER THE DATE OF THIS PROSPECTUS SHALL CREATE AN IMPLICATION
CONTAINED HEREIN OR THAT THE AFFAIRS OF TERADYNE HAVE NOT CHANGED SINCE THE DATE
HEREOF. IN THIS PROSPECTUS, REFERENCES TO "TERADYNE, INC.," "TERADYNE," "WE,"
"OUR" AND "US" REFER TO TERADYNE, INC.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Information
by Reference........................ 3
Teradyne, Inc......................... 4
Risk Factors.......................... 6
Selling Stockholders.................. 9
Plan of Distribution.................. 10
Legal Matters......................... 12
Experts............................... 12
</TABLE>
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1,841,162 SHARES
TERADYNE, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
OCTOBER , 2000
------------------------------------------------------
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<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (other than underwriting discounts and commissions)
payable in connection with the sale of the Common Stock offered hereby are as
follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $16,830
New York Stock Exchange Listing Fees........................ $ 6,300
Legal fees and expenses..................................... $25,000
Accounting fees and expenses................................ $15,000
Miscellaneous............................................... $ 5,000
-------
TOTAL............................................. $68,130
=======
</TABLE>
We will bear all expenses shown above. The selling stockholders will bear
all underwriting discounts and selling commissions and stock transfer fees and
taxes applicable to the sale of the shares sold pursuant to this prospectus.
ITEM 15. 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. Teradyne's Amended and
Restated By-laws provide that each director and officer shall be indemnified by
Teradyne 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, provided that such officer or
director acted in good faith in the reasonable belief that his or her action was
in the best interests of Teradyne. Reference is made to Teradyne's Amended and
Restated By-laws filed as Exhibit 3.3 to its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 001-06462).
Teradyne maintains directors and officers liability insurance for the
benefit of its directors and its officers.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
2.1* Agreement and Plan of Reorganization by and among Herco
Technology Corp., the Stockholders listed on the signature
pages thereto, Teradyne and T-H Acquisition Corp., dated as
of August 1, 2000.
2.2* Escrow Agreement by and among The Chase Manhattan Bank,
Herco Technology Corp., the Stockholders listed on the
signature pages thereto, Teradyne and T-H Acquisition Corp.,
dated as of August 15, 2000.
2.3* Agreement and Plan of Reorganization by and among Perception
Laminates, Inc., Robert Herring, Sr., Teradyne and T-P
Acquisition Corp., dated as of August 1, 2000
2.4* Escrow Agreement by and among The Chase Manhattan Bank,
Perception Laminates, Inc., Robert Herring, Sr., Teradyne
and T-P Acquisition Corp., dated as of August 15, 2000
4.1 Amended and Restated Articles of Incorporation, as amended
of Teradyne (filed as Exhibit 3.01 to Teradyne's Quarterly
Report on Form 10-Q for the quarterly period ended July 2,
2000 (File No. 001-06462) and incorporated herein by
reference)
</TABLE>
II-1
<PAGE> 16
<TABLE>
<C> <S>
4.2 Amended and Restated By-laws, as amended of Teradyne (filed
as Exhibit 3.3 to Teradyne's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 (File No. 001-06462)
and incorporated herein by reference)
5.1* Opinion of Testa, Hurwitz & Thibeault, LLP
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1* Power of attorney (included on signature page)
</TABLE>
---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
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 this 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 this registration statement; and
(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 this
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.
(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.
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 15(d) of the Securities
Exchange Act of 1934 (and, where appropriate, 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.
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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-2
<PAGE> 17
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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and Commonwealth of Massachusetts on October
6, 2000.
TERADYNE, INC.
By: /s/ MICHAEL A. BRADLEY
------------------------------------
Michael A. Bradley
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 and Michael A. Bradley,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable Teradyne, Inc. to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ GEORGE W. CHAMILLARD President, Chief Executive October 6, 2000
--------------------------------------------------- Officer and Chairman
George W. Chamillard (Principal Executive Officer)
/s/ MICHAEL A. BRADLEY Vice President and Chief October 6, 2000
--------------------------------------------------- Financial Officer
Michael A. Bradley (Principal Financial Officer)
/s/ DONALD J. HAMMAN Controller October 6, 2000
--------------------------------------------------- (Principal Accounting Officer)
Donald J. Hamman
/s/ JAMES W. BAGLEY Director October 6, 2000
---------------------------------------------------
James W. Bagley
/s/ ALBERT CARNESALE Director October 6, 2000
---------------------------------------------------
Albert Carnesale
/s/ DANIEL S. GREGORY Director October 6, 2000
---------------------------------------------------
Daniel S. Gregory
Director October , 2000
---------------------------------------------------
Dwight H. Hibbard
/s/ JOHN P. MULRONEY Director October 6, 2000
---------------------------------------------------
John P. Mulroney
/s/ VINCENT M. O'REILLY Director September 30, 2000
---------------------------------------------------
Vincent M. O'Reilly
</TABLE>
II-3
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/s/ RICHARD J. TESTA Director October 6, 2000
---------------------------------------------------
Richard J. Testa
/s/ ROY A. VALLEE Director October 2, 2000
---------------------------------------------------
Roy A. Vallee
/s/ PATRICIA S. WOLPERT Director October 6, 2000
---------------------------------------------------
Patricia S. Wolpert
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.1* Agreement and Plan of Reorganization by and among Herco
Technology Corp., the Stockholders listed on the signature
pages thereto, Teradyne and T-H Acquisition Corp., dated as
of August 1, 2000.
2.2* Escrow Agreement by and among The Chase Manhattan Bank,
Herco Technology Corp., the Stockholders listed on the
signature pages thereto, Teradyne and T-H Acquisition Corp.,
dated as of August 15, 2000.
2.3* Agreement and Plan of Reorganization by and among Perception
Laminates, Inc., Robert Herring, Sr., Teradyne and T-P
Acquisition Corp., dated as of August 1, 2000.
2.4* Escrow Agreement by and among The Chase Manhattan Bank,
Perception Laminates, Inc., Robert Herring, Sr., Teradyne
and T-P Acquisition Corp., dated as of August 15, 2000.
4.1 Amended and Restated Articles of Incorporation, as amended
of Teradyne (filed as Exhibit 3.01 to Teradyne's Quarterly
Report on Form 10-Q for the quarterly period ended July 2,
2000 (File No. 001-06462) and incorporated herein by
reference)
4.2 Amended and Restated By-laws, as amended of Teradyne (filed
as Exhibit 3.3 to Teradyne's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 (File No. 001-06462)
and incorporated herein by reference)
5.1* Opinion of Testa, Hurwitz & Thibeault, LLP
23.1* Consent of PricewaterhouseCoopers, LLP
23.2* Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1* Power of attorney (included on signature page)
</TABLE>
---------------
* Filed herewith.
