SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO ______________
COMMISSION FILE NO. 1-6462
TERADYNE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2272148
(STATE OR OTHER JURISDICTION (I.R.S.EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
321 HARRISON AVENUE, BOSTON, MASSACHUSETTS 02118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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617-482-2700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
The number of shares outstanding of the registrant's only class of Common Stock as of July 28, 2000 was 173,441,376 shares.
TERADYNE, INC.
INDEX
PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of
July 2, 2000 and December 31, 1999............................3
Condensed Consolidated Statements of Income for the
Three and Six Months Ended July 2, 2000 and July 4, 1999......4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended July 2, 2000 and July 4, 1999................5
Notes to Condensed Consolidated Financial Statements..............6-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............10-13
Item 3. Quantitative and Qualitative Disclosures about Market Risk.........13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................13
Item 4. Submission of Matters to a Vote of Security Holders...............13
Item 6. Exhibits and Reports on Form 8-K..................................13
Exhibit Index..............................................................15
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TERADYNE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
JULY 2, 2000 DECEMBER 31, 1999
------------ -----------------
(UNAUDITED)
(IN THOUSANDS)
Current assets:
Cash and cash equivalents ................................................ $ 163,247 $ 181,345
Marketable securities .................................................... 133,764 66,316
Accounts receivable ...................................................... 485,911 296,159
Inventories:
Parts .............................................................. 223,486 123,300
Assemblies in process .............................................. 188,243 145,393
----------- -----------
411,729 268,693
Deferred tax assets ...................................................... 49,716 49,716
Prepayments and other current assets ..................................... 36,383 45,458
----------- -----------
Total current assets ............................................... 1,280,750 907,687
Property, plant, and equipment, at cost: .................................... 1,065,971 981,986
Less: accumulated depreciation ........................................ (477,677) (484,247)
----------- -----------
Net property, plant, and equipment ................................. 588,294 497,739
Marketable securities ....................................................... 136,814 139,752
Other assets ................................................................ 26,578 23,035
----------- -----------
Total assets ....................................................... $ 2,032,436 $ 1,568,213
=========== ===========
LIABILITIES
Current liabilities:
Notes payable - banks .................................................... $ 8,089 $ 8,221
Current portion of long-term debt ........................................ 4,595 4,659
Accounts payable ......................................................... 186,670 104,335
Accrued employees' compensation and withholdings ......................... 140,971 117,314
Unearned service revenue and customer advances ........................... 78,752 60,096
Other accrued liabilities ................................................ 87,965 66,223
Income taxes payable ..................................................... 11,577 31,478
----------- -----------
Total current liabilities .......................................... 518,619 392,326
Deferred tax liabilities .................................................... 13,907 13,907
Long-term debt .............................................................. 8,729 8,948
----------- -----------
Total liabilities .................................................. 541,255 415,181
----------- -----------
SHAREHOLDERS' EQUITY
Common stock, $0.125 par value, 1,000,000 and 250,000 shares authorized,
173,406 and 170,319 net shares issued and outstanding
at July 2, 2000 and December 31, 1999, respectively ...................... 21,676 21,290
Additional paid-in capital .................................................. 325,256 234,198
Retained earnings ........................................................... 1,144,249 897,544
----------- -----------
Total shareholders' equity ......................................... 1,491,181 1,153,032
----------- -----------
Total liabilities and shareholders' equity ......................... $ 2,032,436 $ 1,568,213
=========== ===========
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 are an integral part of the condensed consolidated financial statements.
TERADYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------------- --------------------------------
JULY 2, 2000 JULY 4, 1999 JULY 2, 2000 JULY 4, 1999
------------- ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales ...................................... $ 758,955 $ 400,904 $ 1,407,086 $ 745,358
Expenses:
Cost of sales ............................. 402,570 236,940 751,410 456,798
Engineering and development ............... 73,637 56,829 142,662 104,553
Selling and administrative ................ 91,982 59,386 170,938 113,867
----------- ----------- ----------- -----------
568,189 353,155 1,065,010 675,218
----------- ----------- ----------- -----------
Income from operations ......................... 190,766 47,749 342,076 70,140
Other income (expense):
Interest income ............................ 6,235 3,842 11,197 7,620
Interest expense ........................... (412) (442) (837) (904)
----------- ----------- ----------- -----------
Income before income taxes ..................... 196,589 51,149 352,436 76,856
Provision for income taxes ..................... 58,977 15,345 105,731 23,057
----------- ----------- ----------- -----------
Net income ..................................... $ 137,612 $ 35,804 $ 246,705 $ 53,799
=========== =========== =========== ===========
Net income per common share - basic ............ $ 0.79 $ 0.21 $ 1.43 $ 0.32
=========== =========== =========== ===========
Net income per common share - diluted .......... $ 0.76 $ 0.20 $ 1.36 $ 0.30
=========== =========== =========== ===========
Shares used in calculations of net income
per common share - basic ................... 173,158 170,245 172,643 170,138
=========== =========== =========== ===========
Shares used in calculations of net income
per common share - diluted ................. 181,697 178,061 181,285 178,028
=========== =========== =========== ===========
==========================================================================================================================
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 are an integral part of the condensed consolidated financial statements.
TERADYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED
------------------------------
JULY 2, 2000 JULY 4, 1999
------------ ------------
(IN THOUSANDS)
Cash flows from operating activities:
Net income .................................................................... $ 246,705 $ 53,799
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ............................................................... 51,003 43,536
Amortization ............................................................... 804 554
Other non-cash items, net .................................................. 951 713
Changes in operating assets and liabilities:
Accounts receivable ................................................... (189,752) (65,510)
Inventories ........................................................... (143,036) 9,190
Other assets .......................................................... 4,728 (17,330)
Accounts payable and accruals ......................................... 146,391 80,707
Income taxes payable .................................................. 66,732 18,670
--------- ---------
Net cash provided by operating activities ......................... 184,526 124,329
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment .................................... (116,346) (51,678)
Increase in equipment manufactured by the Company ............................. (26,488) (6,570)
Purchases of available-for-sale marketable securities ......................... (200,462) (32,437)
Maturities of available-for-sale marketable securities ........................ 194,790 27,626
Purchases of held-to-maturity marketable securities ........................... (118,325) (88,503)
Maturities of held-to-maturity marketable securities .......................... 59,487 --
--------- ---------
Net cash used for investing activities ................................ (207,344) (151,562)
--------- ---------
Cash flows from financing activities:
Payments of long term debt .................................................... (91) (951)
Acquisition of treasury stock ................................................. (46,293) (65,389)
Issuance of common stock under employee stock
option and stock purchase plans ........................................... 51,104 51,344
--------- ---------
Net cash flows provided by (used for) financing activities ........ 4,720 (14,996)
--------- ---------
Decrease in cash and cash equivalents .............................................. (18,098) (42,229)
Cash and cash equivalents at beginning of period ................................... 181,345 185,514
--------- ---------
Cash and cash equivalents at end of period ......................................... $ 163,247 $ 143,285
========= =========
Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest ............................................................ $ 809 $ 951
Income taxes ........................................................ 19,192 4,910
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The accompanying notes, together with the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 are an integral part of the condensed consolidated financial statements.
TERADYNE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. THE COMPANY
Teradyne, Inc. (the "Company") designs, manufactures, markets, and services test systems and related software, and backplanes and associated connectors. The Company has five principal products; semiconductor test systems, backplane connection systems, circuit-board test systems, telecommunications test systems, and software test systems.
Semiconductor test systems are used by electronic component manufacturers in the design and testing of their products. Backplane connection systems are used principally for the computer, communications, and military/aerospace industries. 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. Circuit-board test systems are used by electronic equipment manufacturers for the design and testing of circuit boards and other assemblies. Telecommunication test systems are used by telephone operating companies for the testing and maintenance of their subscriber telephone lines and related equipment. Software test systems are used by a number of industries to test communications networks, computerized telecommunication systems, and web based applications.
B. ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by generally accepted accounting principles.
Preparation of Financial Statements
The accompanying condensed consolidated interim financial statements are unaudited. However, in the opinion of management, all adjustments (consisting only of normal recurring accrual entries) necessary for a fair statement of the results for the interim periods have been made. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Revenue Recognition
Product revenue is recognized upon shipment. The Company's products are generally subject to warranty, and the Company provides for such estimated costs when product revenue is recognized. The Company recognizes service revenue as the services are provided or ratably over the period of the related contract, as applicable. The Company unbundles service revenue from product sales and maintenance services from software license fees based upon amounts charged when such elements are separately sold. For certain contracts eligible under American Institute of Certified Public Accountants ("AICPA") Statement of Position No. 81-1, revenue is recognized using the percentage-of-completion accounting method based upon an efforts-expended method. In all cases, changes to total estimated costs and anticipated losses, if any, are recognized in the period in which determined.
Other Comprehensive Income
Comprehensive income does not materially differ from net income for the three and six month periods ended July 2, 2000 and July 4, 1999.
TERADYNE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 137 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" which was issued in June 1998 and was to be effective for all fiscal quarters of fiscal years beginning after June 15, 1999. SFAS No. 137 defers the effective date of SFAS No. 133 to the first quarter of all fiscal years beginning after June 15, 2000. Accordingly, the Company will adopt the provisions of SFAS No. 133 for its 2001 fiscal year. SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction. In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.138 "Accounting for Certain Derivative Instruments and Hedging Activities - an amendment of FASB Statement No.133." SFAS No.138 amends the accounting and reporting standards of SFAS No.133 for certain derivative instruments and certain hedging activities. SFAS No.138 will be adopted concurrently with SFAS No.133. Management is currently evaluating the effects of this change on its recording of derivatives and hedging activities.
On June 26, 2000, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 101B which amended Question 2 of Section B of Topic 13 of the Staff Accounting Bulletin Series. SAB No. 101B delays the implementation date of SAB No. 101 "Revenue Recognition in Financial Statements" until the Company's fourth quarter of the fiscal year 2000. SAB No. 101 summarizes the SEC's view in applying generally accepted accounting principles to selected revenue recognition issues. The effects of applying the guidance in SAB No. 101, if any, will be reported as the cumulative effect adjustment resulting from a change in accounting principle. The Company has not completed its evaluation of SAB 101 and is therefore unable to determine the impact the SAB will have on its financial statements.
TERADYNE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
D. NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per common share (in thousands, except per share amounts):
For the Three Months Ended For the Six Months Ended
----------------------------- ---------------------------
July 2, 2000 July 4, 1999 July 2, 2000 July 4, 1999
------------ ------------ ------------ ------------
Net Income ................................................ $137,612 $ 35,804 $246,705 $ 53,799
======== ======== ======== ========
Shares used in net income per common share - basic ........ 173,158 170,245 172,643 170,138
Effect of dilutive securities:
Employee and director stock options .............. 8,265 7,431 8,468 7,629
Employee stock purchase rights ................... 274 385 174 261
-------- -------- -------- --------
Dilutive potential common shares ..................... 8,539 7,816 8,642 7,890
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Shares used in net income per common share - diluted ...... 181,697 178,061 181,285 178,028
======== ======== ======== ========
Net income per common share - basic ....................... $ 0.79 $ 0.21 $ 1.43 $ 0.32
======== ======== ======== ========
Net income per common share - diluted ..................... $ 0.76 $ 0.20 $ 1.36 $ 0.30
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For purposes of computing diluted earnings per share, weighted average common share equivalents do not include stock options with an exercise price that exceeds the average fair market value of the Company's common stock during the three and six month periods presented above. Options to purchase 68,300 and 89,134 shares of common stock during the three months ended July 2, 2000 and July 4,1999 and 49,362 and 70,394 shares during the six months ended July 2, 2000 and July 4, 1999 were outstanding during the periods then ended. These options were not included in the calculation of diluted net income per common share because the options' exercise price was greater than the average market price of the common shares during those periods.
TERADYNE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(UNAUDITED)
E. OPERATING SEGMENT INFORMATION
The Company has five principal operating segments which are the design, manufacturing and marketing of semiconductor test systems, backplane connection systems, circuit-board test systems, telecommunication test systems, and software test systems. These operating segments were determined based upon the nature of the products and services offered. The Company has three reportable segments; semiconductor test systems segment, backplane connection systems segment, and other. The other segment is comprised of circuit-board test systems, telecommunication test systems, and software test systems.
The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The accounting policies of the business segments are the same as those described in "Note B: Accounting Policies" in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Intersegment sales are accounted for at fair value as if sales were to third parties. Operating segment information for the three and six month periods ended July 2, 2000 and July 4, 1999 follows (in thousands):
Sales to Sales to
Unaffiliated Intersegment Net Income (Loss) Unaffiliated Intersegment Net Income (Loss)
Reportable Segments Customers Sales Sales Before Taxes Customers Sales Sales Before Taxes
------------------- --------- ------------ ----- ------------ ------------ ------------ ----- ------------
Three months ended July 2, 2000: Three months ended July 4, 1999:
-------------------------------- --------------------------------
Semiconductor Test Systems $ 534,350 $ -- $ 534,350 $ 193,427 $ 263,263 $ -- $ 263,263 $ 51,962
Backplane Connection Systems 169,668 8,249 177,917 38,313 86,530 4,766 91,296 14,716
Other 54,937 -- 54,937 (4,000) 51,111 -- 51,111 (4,806)
Corporate and Eliminations -- (8,249) (8,249) (31,151) -- (4,766) (4,766) (10,723)
--------------------------------------------------- -----------------------------------------------
Consolidated $ 758,955 $ -- $ 758,955 $ 196,589 $ 400,904 $ -- $ 400,904 $ 51,149
=================================================== ===============================================
Six months ended July 2, 2000: Six months ended July 4, 1999:
------------------------------ ------------------------------
Semiconductor Test Systems $ 990,853 $ -- $ 990,853 $ 345,122 $ 461,429 $ -- $ 461,429 $ 70,984
Backplane Connection Systems 302,310 13,666 315,976 64,977 176,091 6,004 182,095 29,202
Other 113,923 -- 113,923 (2,075) 107,838 -- 107,838 (3,613)
Corporate and Eliminations -- (13,666) (13,666) (55,588) -- (6,004) (6,004) (19,717)
-------------------------------------------------- -----------------------------------------------
Consolidated $1,407,086 $ -- $1,407,086 $ 352,436 $ 745,358 $ -- $ 745,358 $ 76,856
=================================================== ===============================================
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(1) Income before taxes of the principal businesses exclude the effects of employee profit sharing, management incentive compensation, other unallocated expenses, and net interest income.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
--------------------------------- ----------------------------------
JULY 2, 2000 JULY 4, 1999 JULY 2, 2000 JULY 4, 1999
------------ ------------ ------------ ------------
(IN THOUSANDS) (IN THOUSANDS)
Net sales ............................................. $ 758,955 $ 400,904 $ 1,407,086 $ 745,358
=========== =========== =========== ===========
Net income ............................................ $ 137,612 $ 35,804 $ 246,705 $ 53,799
=========== =========== =========== ===========
Percentage of net sales:
Net sales ........................................ 100% 100% 100% 100%
Expenses:
Cost of sales ................................ 53 59 54 62
Engineering and development .................. 10 14 10 14
Selling and administrative ................... 12 15 12 15
Interest, net ................................ (1) (1) (1) (1)
----------- ----------- ----------- -----------
74 87 75 90
Income before income taxes ....................... 26 13 25 10
Provision for income taxes ....................... 8 4 7 3
----------- ----------- ----------- -----------
Net income ....................................... 18% 9% 18% 7%
=========== =========== =========== ===========
Provision for income taxes as a percentage of income
before taxes ..................................... 30% 30% 30% 30%
=========== =========== =========== ===========
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RESULTS OF OPERATIONS
The Company recorded record sales of $759.0 million in the second quarter of 2000, an increase of $358.1 million or 89% from the second quarter of 1999. Semiconductor test systems sales increased 103% from the second quarter of 1999 due to increased orders resulting from capacity expansion by semiconductor manufacturers and subcontractors. Sales of backplane connection systems to unaffiliated customers increased 96% from the second quarter of 1999 as a result of continued growth in demand from networking, data storage, and other high technology customers. Other test systems sales increased 7% from the second quarter of 1999. The Company recorded sales of $1.41 billion in the first six months of 2000, an increase of $661.7 million or 89% over the first six months of 1999. Semiconductor test systems sales and backplane connection systems sales to unaffiliated customers increased 115% and 72%, respectively, when compared to the first six months of 1999. Other test systems sales for the first 6 months of 2000 increased 6% over the corresponding period in 1999. Income before taxes in the second quarter of 2000 increased $145.4 million from the second quarter of 1999 to $196.6 million. For the first six months of 2000, income before taxes increased $275.6 million to $352.4 million when compared to the first six months of 1999.
Incoming orders were $826.4 million in the second quarter of 2000 compared to $571.0 million in the second quarter of 1999. The increase in incoming orders was led by a 168% increase in backplane connection systems orders and a 20% increase in semiconductor test systems orders. For the six month periods ended July 2, 2000 and July 4, 1999, incoming orders were $1,850.6 million and $1,015.1 million, respectively. The increase in incoming orders was led by a 143% increase in backplane connection systems orders and a 73% increase in semiconductor test systems orders. The Company's backlog was $1,423.0 million at the end of the second quarter of 2000 compared with $849.5 million at the end of the second quarter of 1999.
Cost of sales decreased from 59% of sales in the second quarter of 1999 to 53% of sales in the second quarter of 2000 and from 62% in the first six months of 1999 to 54% in the first six months of 2000. These percentage decreases were primarily attributable to increased utilization of the Company's manufacturing overhead, as sales volume increased while certain components of cost of sales remained fixed.
Engineering and development expenses, as a percentage of sales, decreased from 14% in the second quarter and first six months of 1999 to 10% in the second quarter and first six months of 2000, while increasing by $16.8 million and $38.1 million, respectively. This spending growth was primarily due to increased investments in new products in each operating segment.
Selling and administrative expenses, as a percentage of sales, decreased from 15% in the second quarter and first six months of 1999 to 12% in the second quarter and first six months of 2000, while increasing by $32.6 million and $57.1 million, respectively. This spending growth was due to higher compensation related expenses and spending in support of increased semiconductor test systems, software test systems, and backplane connection systems sales.
Interest income increased by $2.4 million to $6.2 million in the second quarter of 2000 compared to the second quarter of 1999 and by $3.6 million to $11.2 million in the first six months of 2000 compared to the first six months of 1999. These increases are attributable to increases in the Company's average invested balances.
The Company's overall effective tax rate was 30% in the second quarter of 2000 and the first six months of 2000. The overall effective tax rate for the year ended 1999 was also 30%. The Company utilized export sales corporation benefits and certain research and development tax credits to operate below the U.S. statutory rate of 35%.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and marketable securities balance increased $46.4 million in the first six months of 2000, to $433.8 million. The Company generated cash from operating activities of $184.5 million in the first six months of 2000 and $124.3 million in the six months of 1999. Cash generated from net income, excluding the effects of non-cash items, was $299.5 million and $98.6 million for the first six months of 2000 and 1999, respectively. Changes in operating assets and liabilities used cash of $115.0 million in the first six months of 2000 as a result of increases in working capital to support increased sales. In the first six months of 1999, changes in operating assets and liabilities provided cash of $25.7 million.
The Company used $207.3 million of cash for investing activities in the first six months of 2000 and $151.6 million in the first six months of 1999. Investing activities consist of purchases, sales, and maturities of marketable securities and purchases of capital assets to support long-term growth. Capital expenditures were $142.8 million in the first six months of 2000 and $58.2 million in the first six months of 1999.
Financing activities provided $4.7 million of cash during the first six months of 2000. The Company used $15.0 million of cash for financing activities in the first six months of 1999. Financing activities include issuance of the Company's common stock through employee stock option and stock purchase plans, repurchase of common stock through a stock buyback program and repayments of debt. During the first six months of 2000, net common stock activity provided cash of $4.8 million. During the first six months of 1999, net common stock activity used cash of $14.0 million. Since 1996, the Company has used $439.6 million of cash to repurchase 16.9 million shares of its common stock on the open market.
The Company believes its cash, cash equivalents, and marketable securities balance of $433.8 million, together with other sources of funds, including cash flow generated from operations and the available borrowing capacity of $120.0 million under its line of credit agreement, will be sufficient to meet working capital and capital expenditure requirements for the foreseeable future.
Inflation has not had a significant long-term impact on earnings.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, information provided by the Company, statements made by its employees or information included in its filings with the Securities and Exchange Commission (including this Form 10-Q and the Company's Annual Report to Shareholders) contains statements that are not purely historical, so-called "forward looking statements," which involve risks and uncertainties. In particular, forward looking statements may include projections, plans, and objectives for the Company's business, financial condition, operating results, future operations, future economic performance or statements relating to the sufficiency of capital to meet working capital and planned capital expenditures. The Company's actual future results may differ materially from those stated in any forward looking statements. Factors that may cause such differences include, but are not limited to, the factors discussed below. These factors, and others, are discussed from time to time in the Company's filings with the Securities and Exchange Commission, including in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
The Company's future results are subject to substantial risks and uncertainties. The Company's 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 the Company. The Company believes that the markets for newer generations of semiconductors also will be subject to similar fluctuations. There can be no assurance that any increase in semiconductor test systems bookings for a particular calendar quarter will be sustained in subsequent quarters. Any factor adversely affecting the semiconductor industry or particular segments within the semiconductor industry may adversely affect the Company's business, financial condition and operating results. In addition, the Company believes many of its semiconductor test systems customers place orders in anticipation of manufacturing their products. If these customers manufacture fewer products than expected,
they may attempt to cancel their semiconductor test systems orders with the Company. These cancellations could have a material adverse effect on the Company's financial condition in future quarters. Finally, the Company has made substantial investments in fixed-cost infrastructure. If the semiconductor industry experiences a downturn, the Company may have difficulty reducing expenses in a timely manner, which could have a material adverse effect on its profitability.
The Company recently has experienced record order backlog. If the Company is unable to timely manufacture products to fill these orders and meet customer expectations, customers may cancel existing orders or fail to place new orders in the future, which would have an adverse effect on the Company's revenues and results of operations. Factors that affect the Company's ability to timely fill customer orders include: the availability of expanded manufacturing facilities; the Company's 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, the Company relies upon third-party contract manufacturers for certain subsystems used in its products, and the Company's ability to meet customer orders for those products depends upon the timeliness and quality of the work performed by these subcontractors, over whom the Company does not exercise any control.
The Company relies on certain intellectual property protections to preserve its intellectual property rights, including patents, copyrights, and trade secrets. While the Company believes that its patents, copyrights, and trade secrets have value, in general no single one is in itself essential. The Company believes that its technological position depends primarily on the technical competence and creative ability of its research and development personnel. From time to time the Company is notified that it may be in violation of patents held by others. An assertion of patent infringement against the Company, if successful, could have a material adverse effect on the Company or could require a lengthy and expensive defense which could adversely affect the Company's operating results.
The development of new technologies, commercialization of those technologies into products, and market acceptance and customer demand for those products is critical to the Company's success. Successful product development and introduction depends upon a number of factors, including the ability of the Company to hire and retain qualified engineers, new product design, development of competitive products by competitors, timely and efficient completion of product design, timely and efficient implementation of manufacturing and assembly processes and product performance at customer locations. The Company's failure to successfully develop, introduce and produce in commercial volume new or enhanced products, or failure of the market to accept these new or enhanced products could materially affect the Company's financial condition.
The Company faces substantial competition, throughout the world, in each operating segment. Some of these competitors have substantially greater financial and other resources to pursue engineering, manufacturing, marketing and distribution of their products. The Company also faces competition from internal suppliers at several of its customers. Certain of the Company's competitors have introduced or announced new products with certain performance characteristics which may be considered equal or superior to those currently offered by the Company. The Company expects its 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 the Company's existing products. Moreover, increased competitive pressure could lead to intensified price based competition, which could materially adversely affect the Company's business, financial condition and results of operations.
The Company derives a significant portion of its total revenue from customers outside the United States. International sales are subject to significant risks, including unexpected changes in legal and regulatory requirements and policy changes affecting the Company's markets, changes in tariffs, exchange rates and other barriers, political and economic instability, difficulties in accounts receivable collection, difficulties in managing distributors and representatives, difficulties in staffing and managing international operations, difficulties in protecting the Company's intellectual property and potentially adverse tax consequences.
The Company's semiconductor test systems operating segment generates a significant portion of its 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 Company's future operating results.
The Company's 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; the Company's ability to introduce new products and technologies on a timely basis; introduction of products and technologies by the Company's competitors; market acceptance of the Company's and its 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, the Company may experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect its business, financial condition, operating results and stock price.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in the Company's exposure to market risk from December 31, 1999.
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims that arise in the ordinary course of business. Management does not believe these actions will have a material adverse affect on the financial position or results of operations of the Company.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of security holders of the Company was held May 25, 2000. The following were elected as Directors:
Total Vote Total Vote Withheld
Nominee For Each Nominee For Each Nominee
------- ---------------- ----------------
Albert Carnesale 149,756,501 851,007
George W. Chamillard 149,765,484 842,024
Dwight H. Hibbard 149,735,702 871,806
Roy A. Vallee 149,741,675 865,833
|
The term of office for the following directors continued after the meeting:
Alexander V. d'Arbeloff, James W. Bagley, Daniel S. Gregory, John P. Mulroney,
Vincent M. O'Reilly, Owen W. Robbins, Richard J. Testa, and Patricia S. Wolpert.
Effective May 31, 2000, Alexander V. d'Arbeloff and Owen W. Robbins resigned as
directors of the Company.
The security holders ratified the selection of the firm PricewaterhouseCoopers LLP as auditors for the fiscal year ending December 31, 2000, with 149,995,037 shares voting in favor, 224,806 shares voting against, and 387,665 shares abstaining.
In addition, the security holders approved an amendment to the Company's Restated Articles of Organization, as amended, increasing from 250,000,000 to 1,000,000,000 the number of authorized shares of common stock, par value $.125 per share, with 99,225,914 shares voting in favor, 51,015,882 shares voting against, and 365,712 shares abstaining.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a): Exhibits
Exhibit Number Description
-------------- -----------
3.01 Amendment to Articles of Incorporation
27.3 Financial Data Schedule
|
(b): Reports on Form 8-K
There were no Form 8-K filings by the Company during the quarter ended July 2, 2000.
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 thereunto duly authorized.
/s/ MICHAEL A. BRADLEY
-------------------------------------
Michael A. Bradley
Vice President and
Chief Financial Officer
August 16, 2000
|
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 3.01 Amendment to Articles of Incorporation 27.3 Financial Data Schedule |
EXHIBIT ____
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, George W. Chamillard , *President
-------------------------------------------------------------
and William B. Asher, Jr. , *Assistant Clerk,
--------------------------------------------------------
of Teradyne, Inc. ,
--------------------------------------------------------------------------
(Exact name of corporation)
located at 321 Harrison Avenue, Boston, MA 02118 ,
--------------------------------------------------------------------
(Street address of corporation in Massachusetts)
|
certify that these Articles of Amendment affecting articles numbered:
99,225,914 shares of Common Stock of 172,794,091 shares outstanding,
---------- ------------------------------- -----------
(type, class & series, if any)
shares of of shares outstanding, and
---------- ------------------------------- -----------
(type, class & series, if any)
shares of of shares outstanding,
---------- ------------------------------- -----------
(type, class & series, if any)
|
1**being at least a majority of each type, class or series outstanding and entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause. 1 For amendments adopted pursuant to Chapter 156B, Section 70. 2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
C [ ]
P [ ]
M [ ]
R.A. [ ]
To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:
The total presently authorized is:
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Common: Common: 250,000,000 $.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
|
Change the total authorized to:
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Common: Common: 1,000,000,000 $.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
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The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of June , 2000,
---- ---------- ----
/s/ George W. Chamillard , *President
-----------------------------------------------------------------
/s/ William B. Asher, Jr. *Assistant Clerk.
--------------------------------------------------------------,
*Delete the inapplicable words.
|
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment and, the filing fee in the amount of $ 750,000 having been paid, said articles are deemed to have been filed with me this 13th day of June 2000.
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
FEDERAL IDENTIFICATION NO. 04-2272148 ------------------- |
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, George W. Chamillard , *President
--------------------------------------------------------------
and Donald G. Leka , *Assistant Clerk,
--------------------------------------------------------
of Teradyne, Inc. ,
---------------------------------------------------------------------------
(Exact name of corporation)
|
certify that these Articles of Amendment affecting articles numbered:
of the Articles of Organization were duly adopted at a meeting held on May 23 , 1996, by vote of:
63,652,370 shares of Common Stock of 71,452,818 shares outstanding,
------------------ ----------------------------- ------------
(type, class & series, if any)
shares of of shares outstanding, and
------------------ ----------------------------- ------------
(type, class & series, if any)
shares of of shares outstanding,
------------------ ----------------------------- ------------
(type, class & series, if any)
|
1**being at least a majority of each type, class or series outstanding and entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF
SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH.
ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH
ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
C [ ]
P [ ]
M [ ]
R.A. [ ]
To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:
The total presently authorized is:
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Common: Common: 125,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
|
Change the total authorized to:
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------ ------------------------------- ------------- ------------------------------- ----------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
-------------------------------------------------- --------------------------------------------------------------------
Common: Common: 250,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
|
The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 31 day of July , 1996,
---- ------------- --
/s/ George Chamillard , *President
------------------------------------------------------------------
/s/ Donald G. Leka , *Assistant Clerk.
------------------------------------------------------------
*Delete the inapplicable words.
|
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment and, the filing fee in the amount of $125,000 having been paid, said articles are deemed to have been filed with me this 31st day of July 1996 .
/s/ William F. Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
|
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Owen W. Robbins , *Vice President
----------------------------------------------------------
and Donald G. Leka , *Assistant Clerk
--------------------------------------------------------
of Teradyne, Inc. ,
--------------------------------------------------------------------------
(Exact name of corporation)
|
certify that these Articles of Amendment affecting articles numbered:
26,581,818 shares of Common Stock of 37,173,315 shares outstanding,
------------------ --------------------------- -----------------
(type, class & series, if any)
shares of of shares outstanding, and
------------------ --------------------------- -----------------
(type, class & series, if any)
shares of of shares outstanding,
------------------ --------------------------- -----------------
(type, class & series, if any)
|
1**being at least a majority of each type, class or series outstanding and entitled to vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause. 1 For amendments adopted pursuant to Chapter 156B, Section 70. 2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
C [ ]
P [ ]
M [ ]
R.A. [ ]
To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:
The total presently authorized is:
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-------------------------------------------------- --------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Common: Common: 75,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
|
Change the total authorized to:
-------------------------------------------------- --------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-------------------------------------------------- --------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Common: Common: 125,000,000 $0.125
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
Preferred: Preferred:
------------------ ------------------------------- ------------- ------------------------------- ----------------------
------------------ ------------------------------- ------------- ------------------------------- ----------------------
|
The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.
Later effective date: .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of July , 1995,
------ ------ --
/s/ Owen W. Robbins Executive Vice, *President
--------------------------------------------------------------------
/s/ Donald G. Leka Assistant, *Clerk
------------------------------------------------------------------------
*Delete the inapplicable words.
|
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment and, the filing fee in the amount of $50,000.00 having been paid, said articles are deemed to have been filed with me this 17th day of July 1995 .
/s/ William Francis Galvin WILLIAM FRANCIS GALVIN Secretary of the Commonwealth |
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
THE COMMONWEALTH OF MASSACHUSETTS
Michael Joseph Connolly
Secretary of State
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws Chapter 156B, Section 82)
1. That the subsidiary corporation(s) to be merged into the parent corporation are as follows:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
AIDA Corporation California 6/15/84
Zehntel, Inc. Delaware 10/24/75
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2. That the parent corporation owns at least ninety percent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted.)
*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties.
C [ ]
P [ ]
M [ ]
R.A. [ ]
4. That at a meeting of the directors of the parent corporation, the following vote, pursuant to General Laws, Chapter 156B, Section 82, was duly adopted:
See Continuation Sheets
NOTE: Votes for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets must have a left-hand margin 1 inch wide for binding. Only one side should be used.
5. The effective date of the merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date, which shall not be more than thirty days after the date of filing:
See Continuation Sheets
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 27th day of December, 1989__________________.
---- --------
/s/ Owen W. Robbins, Vice President
------------------
/s/ William B. Asher, Assistant Clerk
-------------------
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*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties.
Continuation Sheet
MERGER OF AIDA CORPORATION
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
AIDA Corporation, with and into the corporation, with the Corporation
constituting the surviving corporation, be, and hereby is, approved,
with such changes therein or additions thereto as the officers
executing the same shall approve, such approval to be evidenced
conclusively by their execution and delivery thereof; and that the
President or any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf of the
Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership in the form attached hereto, with the office
of the Secretary of State for the State of California.
VOTED: At or after the effective date of the merger of AIDA Corporation with
and into the Corporation, all debts, liabilities and duties of AIDA
Corporation shall attach to the Corporation and may be enforced
against the Corporation to the same extent as if such debts,
liabilities and duties had been incurred or contracted by the
Corporation.
VOTED: That the President or any Vice President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached hereto, with the office of the
Secretary of State of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
January 1, 1990
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
|
Continuation Sheet
Merger of Zehntel, Inc.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
Zehntel, Inc. with and into the corporation, with the Corporation
constituting the surviving corporation, be, and hereby is, approved,
with such changes therein or additions thereto as the officers
executing the same shall approve, such approval to be evidenced
conclusively by their execution and delivery thereof; and that the
President or any Vice-President and Clerk or Assistant Clerk of the
Corporation be, and they hereby are, authorized and empowered to
execute and deliver the Agreement and Plan of Merger on behalf of the
Corporation.
VOTED: That the President or any Vice-President and the clerk or Assistant
clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State for the State of Delaware and a
certified copy thereof in the office of the Recorder of Deeds of New
Castle County in accordance with the General Corporation Law of the
State of Delaware.
VOTED: That the President or any Vice-President and the Clerk of Assistant
Clerk of the corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached as hereto, with the office of
the Secretary of State of Massachusetts and a certified copy thereof
in the Registry of Deeds in accordance with the Business Corporation
Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
January 1, 1990.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
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TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws Chapter 156B, Section 82)
organized under the laws of Massachusetts and herein called the parent corporation, certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent corporation are:
NAME STATE OF ORGANIZATION DATE OF ORGANIZATION
CASE Technology, Inc. California 1/21/83
Teradyne Central, Inc. Delaware 12/15/72
Teradyne Connection Systems, Inc. Massachusetts 10/16/68
2.
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3.
*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties.
C [ ]
P [ ]
M [ ]
R.A. [ ]
4. That at a meeting of the directors of the parent corporation, the following vote, pursuant to General Laws, Chapter 156B, Section 82, Subsection (a) was duly adopted:
See Continuation Sheets
5. The effective date of the merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date, which shall not be more than thirty days after the date of filing:
See Continuation Sheets
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 27th day of December, 1989.
/s/ Owen W. Robbins Vice President* ------------------ |
/s/ William B. Asher Assistant Clerk* -------------------- |
*Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(GENERAL LAWS, CHAPTER 156B, SECTION 82)
Effective date: December 31, 1989
MICHAEL JOSEPH CANNILY
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Leslie S. White, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street, Exchange Place
Boston, MA 02109
Telephone: (617) 367-7500
Continuation Sheet
MERGER OF TERADYNE CENTRAL, INC.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the corporation's wholly-owned subsidiary,
Teradyne Central, Inc., with and into the corporation, with the
Corporation constituting the surviving corporation, be, and hereby is,
approved, with such changes therein or additions thereto as the
officers executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery thereof; and
that the President or any Vice-President and Clerk or assistant Clerk
of the Corporation be, and they hereby are, authorized and empowered
to execute and deliver the Agreement and Plan of Merger on behalf of
the Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State for the State of Delaware and a
certified copy thereof in the office of the Recorder of Deeds of New
Castle County in accordance with the General Corporation Law of the
State of Delaware.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached as hereto, with the office of
the Secretary of State of Massachusetts and a certified copy thereof
in the Registry Of Deeds in accordance with the Business Corporation
Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1990.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
|
Continuation Sheet
Merger of Teradyne Connection Systems, Inc.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
Teradyne Connection Systems, Inc. with and into the Corporation, with
the Corporation constituting the surviving corporation, be, and hereby
is, approved, with such changes therein or additions thereto as the
officers executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery thereof; and
that the President or any Vice-President and Clerk or Assistant Clerk
of the Corporation be, and they hereby are, authorized and empowered
to execute and deliver the Agreement and Plan of Merger on behalf of
the Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State of State of Massachusetts and a
certified copy thereof in the office of the Registry of Deeds of in
accordance with the General Corporation Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
|
Continuation Sheet
Merger of CASE Technology Inc.
VOTED: That the Agreement and Plan of Merger in the form attached hereto,
providing for the merger of the Corporation's wholly-owned subsidiary,
CASE Technology Inc., with and into the Corporation, with the
corporation constituting the surviving corporation, or additions
thereto as the officers executing the same shall approve, such
approval to be evidenced conclusively by their execution and delivery
thereof; and that the President or any Vice-President and Clerk or
Assistant Clerk of the Corporation be, and they hereby are, authorized
and empowered to execute and deliver the Agreement and Plan of Merger
on behalf of the Corporation.
VOTED: That the President or any Vice-President and the clerk or Assistant
clerk of the corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Certificate of Ownership and Merger in the form attached hereto, with
the office of the Secretary of State for the State of California.
VOTED: At and after the effective date of the merger of CASE Technology Inc.
with and into the Corporation, all debts, liabilities and duties of
CASE Technology Inc. shall attach to the Corporation and may be
enforced against the Corporation to the same extent as if such debts,
liabilities and duties had been incurred or contracted by the
Corporation.
VOTED: That the President or any Vice-President and the Clerk or Assistant
Clerk of the Corporation be, and hereby are, authorized and empowered
to execute, acknowledge and file on behalf of the Corporation, the
Articles of Merger in the form attached as hereto, with the office of
the Secretary of State of Massachusetts and a certified copy thereof
in the Registry of Deeds in accordance with the Business Corporation
Law of Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1989.
VOTED: That the proper officers of the Corporation be, and each of them
singly hereby is, authorized and empowered to execute and deliver such
documents, instruments and certificates, make any payments and to take
all actions as in his judgment may be necessary, desirable or
appropriate in order to effectuate the intent and purposes of the
foregoing resolutions.
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THE COMMONWEALTH OF MASSACHUSETTS
__________ MICHAEL JOSEPH CONNOLLY FEDERAL
Examiner Secretary of State IDENTIFICATION NO.:
ONE ASHBURTON PLACE 04-2272148
BOSTON, MASS 02108
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ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATION
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.
* * * *
1. That the subsidiary corporation(s) to be merged into the parent corporation are/is as follows:
Name State of Organization Date of Organization
1. Teradyne Digitest, Inc. Delaware April 14, 1978
2. That the parent corporation owns at least ninety per cent of the outstanding shares of each class of the stock of each subsidiary corporation to be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of the state of its organization, if other than Massachusetts, permit the merger herein provided for and that all action required under the laws of each such state in connection with this merger has been duly taken. (If all the corporations are organized under the laws of the Massachusetts and if General Laws, Chapter 156B is applicable to them, then Paragraph 3 may be deleted).
* Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws. Chapter 156B,
Section 82, was duly adopted:
VOTED: That the Agreement and Plan of Merger in the form attached as
EXHIBIT A hereto, providing for the merger of Teradyne Digitest,
Inc. with and into Teradyne, Inc., with Teradyne, Inc.
constituting the surviving corporation, be, and hereby is,
approved, with such changes therein or additions thereto as the
officers executing the same shall approve, such approval to be
evidenced conclusively by their execution and delivery thereof;
and that the President or any Vice-President and Clerk or
Assistant Clerk of the Company be, and they hereby are,
authorized and empowered to execute and deliver the Agreement and
Plan of Merger on behalf of Teradyne, Inc.
VOTED: That the President or any Vice-President and the Clerk or
Assistant Clerk of Teradyne, inc. be, and hereby are, authorized
and empowered to execute, acknowledge and file on behalf of
Teradyne, Inc., the Articles of Merger in the form attached as
hereto, with the office of the Secretary of State of
Massachusetts.
VOTED: That the effective date of such foregoing merger is and shall be
December 31, 1988.
VOTED: That the proper officers of Teradyne, Inc. be, and each of them
singly hereby is, authorized and empowered to execute and deliver
such documents, instruments and certificates, make any payments
and to take all actions as in his judgment may be necessary,
desirable or appropriate in order to effectuate the intent and
purposes of the foregoing resolutions.
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NOTE: Notes for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B etc. Continuation sheets must have a left-hand margin 1 inch wide for binding. Only one side should be used.
5. The effective date of the merger as specified in the vote set out under Paragraph 4 is
December 31, 1988
6. (This Paragraph 6 may be deleted if the parent corporation is organized under the laws of Massachusetts.) The parent corporation hereby agrees that it may be sued in the Commonwealth of Massachusetts for any prior obligation of any subsidiary corporation organized under the laws of Massachusetts with which it has merged, and any obligation hereafter incurred by the parent corporation, including the obligation created by subsection (e) of General Laws, Chapter 156B, Section 82, so long as any liability remains outstanding against the parent corporation in the Commonwealth of Massachusetts and it hereby irrevocably appoints the Secretary of the Commonwealth as its agent to accept service of process for the enforcement of any such obligations, including taxes, in the same manner as provided in Chapter 181.
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed our names this 29th day of December, 1988.
/s/ Owen W. Robbins -------------------------- Vice President* /s/ William B. Asher ------------------------------ Assistant Clerk* |
* Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts these articles are to be signed by officers having corresponding powers and duties.
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
EFFECTIVE DATE
DECEMBER 31, 1988
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
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TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Leslie S. White, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
Telephone: (617) 367-7500
Examiner
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE FEDERAL IDENTIFICATION
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2272148
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ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.
and We, Alexander V. d'Arbeloff, , President
Richard J. Testa, , Clerk of
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located at 321 Harrison Avenue, Boston, Massachusetts 02118
do hereby certify that the following amendment to the articles of reorganization of the corporation was duly adopted at a meeting held on May 8, 1987, by vote of
17,740,199 shares of common stock out of 23,898,176 shares outstanding
CROSS OUT being at least two-thirds of each class outstanding and INAPPLICABLE entitled to vote thereon and of each class or series of CLAUSE stock whose rights are adversely affected thereby:(2) |
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(1) For amendments adopted pursuant to Chapter 156B, Section 70.
(2) For amendments adopted pursuant to Chapter 156B Section 71.
Note: If the space provided under any amendments or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding.
Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.
TO CHANGE the number of shares and the par value, if any, of each class of stock within the corporation fill in the following:
The total presently authorized is:
----------------- ---------------------- -------------------- --------------
NO PAR VALUE NUMBER OF WITH PAR VALUE PAR VALUE
KIND OF STOCK SHARES NUMBER OF SHARES
----------------- ---------------------- -------------------- --------------
COMMON
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
PREFERRED
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
----------------- ---------------------- -------------------- --------------
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CHANGE the total to:
---------------- ------------------------- --------------------- --------------
NO PAR VALUE NUMBER OF WITH PAR VALUE PAR VALUE
KIND OF STOCK SHARES NUMBER OF SHARES
---------------- ------------------------- --------------------- --------------
COMMON
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
PREFERRED
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
---------------- ------------------------- --------------------- --------------
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Article Six is hereby amended to add the following paragraph:
"No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation 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 sixty-one or sixty-two of Chapter 156B of the Massachusetts General Laws, or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not eliminate the liability of a director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect upon the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal."
The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 8th day of May, in the year 1987.
/s/ Alexander V. d'Arbeloff Alexander V. d'Arbeloff President /s/ Richard J. Testa Richard J. Testa Clerk |
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles
of amendment and, the filing fee in the
amount of $75.00 having been paid, said
articles are deemed to have been filed with
me this 12 day of May 1987.
/s/Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
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TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Richard D. Sloman, Esq.
c/o Testa, Hurwitz & Thibeault
53 State Street
Boston, MA 02109
Telephone: (617) 367-7500
MICHAEL JOSEPH CONNOLLY FEDERAL IDENTIFICATION
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108 NO. 04-2272148
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.
We, Alexander V. d'Arbeloff , President, and
Richard J. Testa , Clerk of
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located at 321 Harrison Avenue, Boston Massachusetts 02118
do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted at a meeting held on May 14, 1984, by vote of
15,720,764 shares of common stock out of 22,070,973 shares outstanding
being at least a majority of each class of stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby:-
1. The name by which the corporation shall be known is: -
Teradyne, Inc.
2. The purposes for which the corporation is formed are as follows: -
See Page 2A
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Note: If the space provided under any amendments or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.
3. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue is as follows:
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
Preferred NONE NONE ---
Common NONE 75,000,000 $.125
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*4. If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:
NONE
*5. The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows:
NONE
*6. Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:
The directors may make, amend or repeal the By-Laws in whole or in part, except with respect to any provision thereof which by law or by the By-Laws requires action by the stockholders.
Meetings of the stockholders may be held anywhere in the United States.
The corporation may be a partner in any business enterprise.
*If there are no such provisions, state "None."
2A
To design, develop, manufacture, assemble, produce, acquire, own, buy, import, sell, export, dispose of and otherwise deal in electronic or electromechanical products or components, and personal property of every kind and description.
To acquire, buy, own and sell securities (including the securities of this corporation), patents, licenses, trade marks, trade names and all rights of every kind thereunder.
To acquire, buy, construct, own, lease, mortgage and sell real estate, buildings or any interests therein necessary or desirable for the purposes of the corporation.
To acquire all or any part of the goodwill, rights and property, and to assume the whole or any part of the contracts or liabilities of any firm, association, corporation or person, and to pay for such acquisition in cash, stock or other securities of this corporation or otherwise.
To exercise any of the foregoing purposes of powers through subsidiary or affiliated corporations, and in connection therewith and otherwise to have all the powers conferred now or in future by the Commonwealth of Massachusetts upon business corporations.
*We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation at heretofore amended, except amendments to the following articles
Article 3.
Briefly describe amendments in space below:
Article 3 is amended by increasing the number of shares of Common Stock, $.125 par value, which the Corporation is authorized to issue from 30,000,000 shares to 75,000,000 shares.
IN WITNESS WHERE AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 14th day of May in the year 1984
/s/ Alexander V. d'Arbeloff President --------------------------- /s/ Richard J. Testa Clerk -------------------- |
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I hereby approve the within restated articles of organization and, the filing fee in the amount of $22,650.00 having been paid, said articles are deemed to have been filed with me this 21st day of May , 1984
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
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TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to Be Sent
TO: Richard J. Testa, Esq.
c/o Testa, Hurwitz & Thibeault
Sixty State Street
Boston, MA 02109
Telephone: (617) 367-7500
| ARTICLE 5 |
| THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AT JULY 2, 2000 AND THE CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED JULY 2, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. |
| CIK: 0000097210 |
| NAME: TERADYNE, INC. |
| MULTIPLIER: 1,000 |
| CURRENCY: U.S. DOLLARS |
| PERIOD TYPE | 3 MOS |
| FISCAL YEAR END | DEC 31 2000 |
| PERIOD START | APR 03 2000 |
| PERIOD END | JUL 02 2000 |
| EXCHANGE RATE | 1 |
| CASH | 163,247 |
| SECURITIES | 133,764 |
| RECEIVABLES | 491,440 |
| ALLOWANCES | 5,529 |
| INVENTORY | 411,729 |
| CURRENT ASSETS | 1,280,750 |
| PP&E | 1,065,971 |
| DEPRECIATION | 477,677 |
| TOTAL ASSETS | 2,032,436 |
| CURRENT LIABILITIES | 518,619 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 21,676 |
| OTHER SE | 1,469,505 |
| TOTAL LIABILITY AND EQUITY | 2,032,436 |
| SALES | 758,955 |
| TOTAL REVENUES | 758,955 |
| CGS | 402,570 |
| TOTAL COSTS | 568,189 |
| OTHER EXPENSES | 0 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 412 |
| INCOME PRETAX | 196,589 |
| INCOME TAX | 58,977 |
| INCOME CONTINUING | 137,612 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | 137,612 |
| EPS BASIC | .79 |
| EPS DILUTED | .76 |