SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2001.
[ ] 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.
(Name of Registrant)
MASSACHUSETTS 04-2272148
(State or other jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
321 HARRISON AVENUE
BOSTON, MASSACHUSETTS 02118
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 482-2700
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock,
par value $0.125 per share New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant as of February 24, 2002 was $5.4 billion
based upon the composite closing price of the registrant's Common Stock on
the New York Stock Exchange on that date.
The number of shares outstanding of the registrant's only class of
Common Stock as of February 24, 2002 was 182,358,506 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement in connection with its 2002
annual meeting of shareholders are incorporated by reference into Part III.
REQUIRED INFORMATION
In accordance with General Instruction F of Form 10-K and Rule 15d-21 of the
Securities Act of 1934, as amended, Teradyne, Inc. is filing this first
amendment to its Annual Report on Form 10-K filed on March 29, 2002 to include
as exhibits the financial statements and schedule of the GenRad Choice
Investment Plan. Such financial statements and schedule have been prepared in
accordance with the financial reporting requirements of ERISA and examined by an
independent accountant on a full scope basis.
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
GenRad Choice Investment Plan
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive offices:
Teradyne, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements are included in Item 8:
Report of Independent Accountants.
Balance Sheets as of December 31, 2001 and 2000.
Statements of Operations for the years ended December 31, 2001, 2000
and 1999.
Statements of Shareholders' Equity for the years ended December 31,
2001, 2000 and 1999.
Statements of Cash Flows for the years ended December 31, 2001, 2000
and 1999.
(a) 2. Financial Statement Schedules
The following consolidated financial statement schedule is included in
Item 14(d):
Schedule II - - Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted because
they are either not required or information is otherwise included.
(a) 3. Listing of Exhibits
The Exhibits which are filed with this report or which are
incorporated by reference herein are set forth in the Exhibit Index.
-2-
(b) Reports on Form 8-K
A Current Report on Form 8-K dated October 18, 2001, was filed with
the Securities and Exchange Commission on October 18, 2001 relating to
(i) Teradyne's third quarter financial results and its interim
financial statements and (ii) two legal complaints filed against
Teradyne.
A Current Report on Form 8-K dated October 19, 2001, was filed with
the Securities and Exchange Commission on October 19, 2001 relating to
(i) Teradyne's intent to offer Convertible Senior Notes due 2006 in a
private placement and (ii) the pricing terms of the offering.
A Current Report on Form 8-K dated October 24, 2001, was filed with
the Securities and Exchange Commission on October 24, 2001 relating to
Teradyne's completion of its offering of Convertible Senior Notes due
2006 in a private placement.
Item 14(d) Financial Statement Schedules
TERADYNE, INC.
Schedule II - - VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
---------
Balance at Charged to Charged to Balance at
Beginning of Cost and Other End of
Description Period Expenses Accounts Deductions Period
----------- ------ -------- -------- ---------- ----------
Valuation reserve deducted in the balance
sheet from the asset to which it applies:
Accounts Receivable:
2001 Allowance for doubtful accounts.......... $5,176 $1,192 $- - $ 74 $6,294
====== ====== ==== ==== ======
2000 Allowance for doubtful accounts.......... $4,410 $1,337 $- - $571 $5,176
====== ====== ==== ==== ======
1999 Allowance for doubtful accounts.......... $2,395 $1,407 $804 $196 $4,410
====== ====== ==== ==== ======
-3-
EXHIBIT INDEX
The following designated exhibits are, as indicated below, either filed
herewith or have heretofore been filed with the Securities and Exchange
Commission and are referred to and incorporated by reference to such filings.
Exhibit
No. Description Sec Document Reference
--- ----------- ----------------------
3.1 Restated Articles of Organization of the Company, Exhibit 3.01 to the Company's Quarterly Report on
as amended Form 10-Q for the quarter ended July 2, 2000.
3.2 Amended and Restated Bylaws of the Company Exhibit 3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.
4.1 Rights Agreement between the Company and Fleet Exhibit 4.1 to the Company's Form 8-K filed November 20, 2000.
National Bank dated as of November 17, 2000
4.2 Indenture by and between the Company and State Exhibit 4.4 to the Company's Registration Statement
Street Bank and Trust Company as Trustee dated on Form S-3 (Registration Statement No.
as of October 24, 2001, including the form of 333-75632).
Note
4.3 Form of Note Included in Exhibit 4.4 to the Company's Registration Statement
on Form S-3 (Registration Statement No. 333-75632).
4.4 Registration Rights Agreement by and between the Exhibit 4.6 to the Company's Registration Statement
Company and Goldman, Sachs & Co. and Banc of on Form S-3 (Registration Statement No. 333-75632).
America Securities LLC dated as of October 24,
2001
10.1 Teradyne, Inc. Supplemental Executive Retirement Exhibit 10.4 to the Company's Annual Report on Form
Plan* 10-K for the fiscal year ended December 31, 1997.
10.2 1991 Employee Stock Option Plan, as amended* Exhibit 4.2 to the Company's Registration Statement
on Form S-8 (Registration Statement No. 333-07177)
10.3 Amendment to 1991 Stock Plan dated March 9, 2001* Exhibit 10.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2000.
10.4 Megatest Corporation 1990 Stock Option Plan* Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (Registration Statement No. 333-64683)
10.5 Megatest Corporation Director Stock Option Plan* Exhibit 4.2 to the Company's Registration Statement
on Form S-8 (Registration Statement No. 333-64683)
10.6 1996 Employee Stock Purchase Plan, as amended* Exhibit 10.6 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001.
10.7 Master Lease Agreement between Megatest and Exhibit 10.10 to the Company's Annual Report on
General Electric Capital Corporation dated Form 10-K for the fiscal year ended December 31, 1995.
August 10, 1995
-4-
10.8 Loan and Security Agreement between Megatest and Exhibit 10.11 to the Company's Annual Report on
the CIT Group/Equipment Financing, Inc. dated Form 10-K for the fiscal year ended December 31, 1995.
August 14, 1995
10.9 Deed of Trust, Financing Statement, Security Exhibit 10.12 to the Company's Annual Report on
Agreement and Fixture Filing between Megatest Form 10-K for the fiscal year ended December 31,
and the Sun Life Assurance Company of Canada 1995.
(U.S.) dated August 25, 1995
10.10 1997 Employee Stock Option Plan, as amended* Exhibit 10.01 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 1, 2001.
10.11 1996 Non-Employee Director Stock Option Plan, as Exhibit 10.11 to the Company's Annual Report on
amended* Form 10-K for the fiscal year ended December 31, 2001.
10.12 GenRad, Inc. 1991 Equity Incentive Plan* Exhibit 4.4 to the Company's Registration Statement
on Form S-8 (Registration Statement No. 333-73700).
10.13 GenRad, Inc. 1991 Directors' Stock Option Plan* Exhibit 4.5 to the Company's Registration Statement
on Form S-8 (Registration Statement No. 333-73700).
10.14 GenRad, Inc. 1997 Non-Qualified Employee Stock Exhibit 4.6 to the Company's Registration Statement
Option Plan* on Form S-8 (Registration Statement No. 333-73700).
10.15 GenRad, Inc. Non-Statutory Stock Option Agreement Exhibit 4.7 to the Company's Registration Statement
by and between Robert M. Dutkowsky and GenRad, on Form S-8 (Registration Statement No. 333-73700).
Inc.*
10.16 Change in Control Agreement dated October 19, 2001 Exhibit 10.16 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.17 Change in Control Agreement dated October 19, 2001 Exhibit 10.17 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.18 Change in Control Agreement dated October 19, 2001 Exhibit 10.18 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.19 Change in Control Agreement dated March 19, 2002 Exhibit 10.19 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.20 Change in Control Agreement dated October 19, 2001 Exhibit 10.20 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.21 Change in Control Agreement dated October 2, 2001 Exhibit 10.21 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.22 Change in Control Agreement dated October 19, 2001 Exhibit 10.22 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
-5-
10.23 Change in Control Agreement dated October 19, 2001 Exhibit 10.23 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.24 Change in Control Agreement dated October 19, 2001 Exhibit 10.24 to the Company's Annual Report on
between the Company and Executive Officer* Form 10-K for the fiscal year ended December 31, 2001.
10.25 Promissory Note dated December 19, 2001 between Exhibit 10.25 to the Company's Annual Report on
the Company, as borrower, and General Electric Form 10-K for the fiscal year ended December 31, 2001.
Capital Business Asset Funding Corporation, as
lender
10.26 Form of Commercial Deed of Trust, Security Exhibit 10.26 to the Company's Annual Report on
Agreement, Assignment of Leases and Rents, and Form 10-K for the fiscal year ended December 31, 2001.
Fixture Filing Agreement dated December 19, 2001
between the Company, as borrower, and General
Electric Capital Business Asset Funding
Corporation, as lender
10.27 Form of Assignment of Rents and Leases Agreement Exhibit 10.27 to the Company's Annual Report on
dated December 19, 2001 between the Company, as Form 10-K for the fiscal year ended December 31, 2001.
borrower, and General Electric Capital Business
Asset Funding Corporation, as lender
10.28 Form of Certificate and Indemnity Agreement Exhibit 10.28 to the Company's Annual Report on
regarding Hazardous Substances dated December Form 10-K for the fiscal year ended December 31, 2001.
19, 2001 between the Company, as borrower, and
General Electric Capital Business Asset Funding
corporation, as lender
10.29 Lease Agreements dated July 26, 1996 between Exhibit 10 to GenRad, Inc.'s Quarterly Report on
GenRad, Inc. and Michelson Farm-Westford Form 10-Q for the quarter ended June 29, 1996
Technology Park Trust (Commission File No. 1-8045).
12.1 Statement regarding computation of Ration of Exhibit 12.1 to the Company's Annual Report on Form
Earnings to Fixed Charges 10-K for the fiscal year ended December 31, 2001.
21.1 Subsidiaries of the Company Exhibit 21.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001.
23.1 Consent of PricewaterhouseCoopers LLP Exhibit 23.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001.
99.1 Financial Statements of the GenRad Choice
Investment Plan as of and for the years ended
December 31, 2001 and 2000 and Additional
Information Required for Form 5500 for the year Filed herewith.
ended December 31, 2001
------------------------
* Indicates management contracts or compensatory plans.
-6-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this first amendment to its annual
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, on this the 28th day of June, 2002.
TERADYNE, INC.
By: /s/ Gregory R. Beecher
-----------------------
Gregory R. Beecher
Vice President and
Chief Financial Officer
-7-