As filed with the Securities and Exchange Commission on December 19, 2002.
Registration No. 333-________
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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
Incorporation or Organization) Identification No.)
321 Harrison Avenue
Boston, Massachusetts 02118
(617) 482-2700
(Address of Principal Executive Offices) (Zip Code)
-----------------------------
Teradyne, Inc. 1996 Employee Stock Purchase Plan
(Full Title of the Plan)
-----------------------------
Gregory R. Beecher
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:
Paul G. Igoe, Esq. Kevin M. Barry, Esq.
Teradyne, Inc. Testa, Hurwitz & Thibeault, LLP
321 Harrison Avenue 125 High Street
Boston, Massachusetts 02118 Boston, Massachusetts 02110
(617) 482-2700 (617) 248-7000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered Price Per Share Offering Price Registration Fee
------------------- ------------ --------------- -------------- ----------------
Common Stock 5,000,000 $13.425 (1) $67,125,000 $6,175.50
(Par Value $.125)
TOTAL: 5,000,000 shares $67,125,000 $6,175.50
================ =========== =========
Common Stock
Purchase Rights (2) - - - -
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(1) The exercise price applicable to such shares is not currently known.
The price of $13.425 per share, which is the average of the high and
low price of the Common Stock of the Registrant as reported on the New
York Stock Exchange on December 13, 2002, is set forth solely for
purposes of calculating the filing fee pursuant to Rules 457(c) and
457(h) of the Securities Act of 1933, as amended.
(2) Pursuant to the Rights Agreement of the Registrant between the
Registrant and Fleet National Bank, one common share purchase right of
the Registrant (each a "Right") is deemed to be delivered with each
share of Common Stock issued by the Registrant. The Rights currently
are not separately transferable apart from the Common Stock, nor are
they exercisable until the occurrence of certain events. Accordingly,
no independent value has been attributed to the Rights.
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This Registration Statement registers additional securities of the same
class as other securities for which Registration Statement Nos. 333-07177 and
333-56373 on Form S-8, each relating to the Registrant's 1996 Employee Stock
Purchase Plan, as filed with the Securities and Exchange Commission (the
"Commission") on June 28, 1996 and June 9, 1998, respectively, are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above listed
Registration Statements are hereby incorporated by reference herein.
Item 3. Incorporation of Documents by Reference
In addition to the documents incorporated by reference in Item 3 of
Registration Statement Nos. 333-07177 and 333-56373 on Form S-8, the following
documents filed with the Commission are incorporated by reference in this
Registration Statement:
a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (File No. 001-06462).
b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 29, 2002, and
Current Reports on Form 8-K filed on February 5, 2002 and August
9, 2002 (all File No. 001-06462).
c) The section entitled "Description of Common Stock" contained in
the Registrant's Registration Statement on Form S-3 (SEC File No.
333-47564) initially filed with the Commission on October 6,
2000, as amended.
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.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1 Restated Articles of Organization of the Registrant, as
amended (filed as Exhibit 3.01 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 2, 2000, File
No. 001-06462)*
4.2 Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, File No. 001-06462)*
4.3 Rights Agreement between the Registrant and Fleet National
Bank dated as of November 17, 2000 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed on November 20, 2000, File No.
001-06462)*
4.4 1996 Employee Stock Purchase Plan, as amended (filed as
Exhibit 10.3 to the Registrant's Form 10-Q for the quarter
ended June 30, 2002, File No. 001-06462)*
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page hereto)**
----------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Boston, the Commonwealth of Massachusetts, on this
19th day of December, 2002.
Teradyne, Inc.
By: /s/ Gregory R. Beecher
------------------------------------------
Gregory R. Beecher
Vice President and Chief Financial Officer
We, the undersigned officers and directors of Teradyne, Inc., hereby
severally constitute and appoint George W. Chamillard, Gregory R. Beecher and
William B. Asher, Jr., 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, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all 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, as
amended, hereby ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration Statement and all
amendments thereto.
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/ George W. Chamillard Chief Executive Officer, December 19, 2002
------------------------- President and Chairman
George W. Chamillard (Principal Executive Officer)
/s/ Gregory R. Beecher Vice President and Chief December 19, 2002
------------------------- Financial Officer (Principal
Gregory R. Beecher Financial Officer)
/s/ G. Richard MacDonald Controller (Principal Accounting December 19, 2002
------------------------- Officer)
G. Richard MacDonald
/s/ James W. Bagley
-------------------------
James W. Bagley Director December 19, 2002
/s/ Albert Carnesale
-------------------------
Albert Carnesale Director December 19, 2002
/s/ John P. Mulroney
-------------------------
John P. Mulroney Director December 19, 2002
/s/ Vincent M. O'Reilly
-------------------------
Vincent M. O'Reilly Director December 19, 2002
/s/ Roy A. Vallee
-------------------------
Roy A. Vallee Director December 19, 2002
/s/ Patricia S. Wolpert
-------------------------
Patricia S. Wolpert Director December 19, 2002
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Restated Articles of Organization of the Registrant, as
amended (filed as Exhibit 3.01 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 2, 2000, File
No. 001-06462)*
4.2 Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, File No. 001-06462)*
4.3 Rights Agreement between the Registrant and Fleet National
Bank dated as of November 17, 2000 (filed as Exhibit 4.1 to
the Registrant's Form 8-K filed on November 20, 2000, File No.
001-06462)*
4.4 1996 Employee Stock Purchase Plan, as amended (filed as
Exhibit 10.3 to the Registrant's Form 10-Q for the quarter
ended June 30, 2002, File No. 001-06462)*
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page hereto)**
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.