AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 2001.
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TERADYNE, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2272148
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
321 HARRISON AVENUE
BOSTON, MASSACHUSETTS 02118
(617) 482-2700
(Address of Principal Executive Offices) (Zip Code)
----------------------------
GENRAD, INC. 1991 EQUITY INCENTIVE PLAN
GENRAD, INC. 1991 DIRECTORS' STOCK OPTION PLAN
GENRAD, INC. 1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
NON-STATUTORY STOCK OPTION AGREEMENT BY AND BETWEEN
ROBERT M. DUTKOWSKY AND GENRAD, INC.
(Full Title of the Plan)
-----------------------------
GREGORY R. BEECHER
CHIEF FINANCIAL OFFICER
TERADYNE, INC.
321 HARRISON AVENUE
BOSTON, MASSACHUSETTS 02118
(Name and Address of Agent For Service)
(617) 482-2700
(Telephone Number, Including Area Code, of Agent For Service)
-----------------------------
COPIES TO:
THOMAS S. GRILK, ESQ. KEVIN M. BARRY, ESQ.
TERADYNE, INC. TESTA, HURWITZ & THIBEAULT, LLP
321 HARRISON AVENUE HIGH STREET TOWER, 125 HIGH STREET
BOSTON, MASSACHUSETTS 02118 BOSTON, MASSACHUSETTS 02110
(617) 482-2700 (617) 248-7000
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF
ADDITIONAL SHARES OF COMMON STOCK AS IS NECESSARY TO ELIMINATE ANY DILUTIVE
EFFECT OF ANY FUTURE STOCK SPLIT, STOCK DIVIDEND OR SIMILAR TRANSACTION.
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE(2)
------------------- ---------- -------------- -------------- ------------
GENRAD, INC.
1991 EQUITY INCENTIVE PLAN
Common Stock (Par Value $.125) 707 $6.24 $4,411.68 $1.10
Common Stock (Par Value $.125) 866 $25.26 $21,875.16 $5.47
Common Stock (Par Value $.125) 779 $27.44 $21,375.76 $5.34
Common Stock (Par Value $.125) 1213 $28.13 $34,121.69 $8.53
Common Stock (Par Value $.125) 49,553 $33.18 $1,644,168.54 $411.04
Common Stock (Par Value $.125) 1,733 $33.90 $58,748.70 $14.69
Common Stock (Par Value $.125) 1,386 $43.29 $59,999.94 $15.00
Common Stock (Par Value $.125) 1,299 $44.02 $57,181.98 $14.30
Common Stock (Par Value $.125) 48,957 $46.52 $2,277,479.64 $569.37
Common Stock (Par Value $.125) 60,655 $47.61 $2,887,784.55 $721.95
Common Stock (Par Value $.125) 28 $54.10 $1,514.80 $0.38
Common Stock (Par Value $.125) 2,166 $55.19 $119,541.54 $29.89
Common Stock (Par Value $.125) 5,069 $72.13 $365,626.97 $91.41
Common Stock (Par Value $.125) 1,958 $72.86 $142,659.88 $35.66
Common Stock (Par Value $.125) 4,332 $77.19 $334,387.08 $83.60
Common Stock (Par Value $.125) 6,932 $80.78 $559,966.96 $139.99
Common Stock (Par Value $.125) 12,997 $82.95 $1,078,101.15 $269.53
Common Stock (Par Value $.125) 4,332 $83.68 $362,501.76 $90.63
Common Stock (Par Value $.125) 25,995 $89.08 $2,315,634.60 $578.91
Common Stock (Par Value $.125) 2,599 $91.62 $238,120.38 $59.53
Common Stock (Par Value $.125) 3,466 $92.33 $320,015.78 $80.00
Common Stock (Par Value $.125) 163,282 $95.21 $15,546,079.22 $3,886.52
Common Stock (Par Value $.125) 1,733 $96.29 $166,870.57 $41.72
Common Stock (Par Value $.125) 24,608 $103.87 $2,556,032.96 $639.01
Common Stock (Par Value $.125) 18,196 $104.59 $1,903,119.64 $475.78
Common Stock (Par Value $.125) 2,599 $105.33 $273,752.67 $68.44
Common Stock (Par Value $.125) 2,599 $105.69 $274,688.31 $68.67
Common Stock (Par Value $.125) 11,611 $106.03 $1,231,114.33 $307.78
Common Stock (Par Value $.125) 4,159 $114.33 $475,498.47 $118.87
Common Stock (Par Value $.125) 3,466 $121.90 $422,505.40 $105.63
Common Stock (Par Value $.125) 7,365 $123.35 $908,472.75 $227.12
Common Stock (Par Value $.125) 3,466 $135.25 $468,776.50 $117.19
Common Stock (Par Value $.125) 17,330 $173.11 $2,999,996.30 $750.00
1991 DIRECTORS' STOCK OPTION PLAN
Common Stock (Par Value $.125) 2,599 $50.15 $130,339.85 $32.58
Common Stock (Par Value $.125) 2,599 $92.34 $239,991.66 $60.00
Common Stock (Par Value $.125) 3,032 $118.32 $358,746.24 $89.69
- 3 -
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE(2)
------------------- ---------- -------------- -------------- ------------
Common Stock (Par Value $.125) 3,032 $120.85 $366,417.20 $91.60
Common Stock (Par Value $.125) 3,032 $154.39 $468,110.48 $117.03
1997 NON-QUALIFIED EMPLOYEE STOCK
OPTION PLAN
Common Stock (Par Value $.125) 1,776 $34.57 $61,396.32 $15.35
Common Stock (Par Value $.125) 5,025 $40.22 $202,105.50 $50.53
Common Stock (Par Value $.125) 866 $40.76 $35,298.16 $8.82
Common Stock (Par Value $.125) 866 $41.11 $35,601.26 $8.90
Common Stock (Par Value $.125) 1,733 $44.00 $76,252.00 $19.06
Common Stock (Par Value $.125) 3,466 $44.36 $153,751.76 $38.44
Common Stock (Par Value $.125) 7,365 $45.59 $335,770.35 $83.94
Common Stock (Par Value $.125) 866 $46.19 $40,000.54 $10.00
Common Stock (Par Value $.125) 304,359 $46.52 $14,158,780.68 $3,539.70
Common Stock (Par Value $.125) 1,299 $48.50 $63,001.50 $15.75
Common Stock (Par Value $.125) 519 $50.75 $26,339.25 $6.58
Common Stock (Par Value $.125) 1,733 $50.78 $88,001.74 $22.00
Common Stock (Par Value $.125) 7,087 $50.86 $360,444.82 $90.11
Common Stock (Par Value $.125) 1,039 $51.97 $53,996.83 $13.50
Common Stock (Par Value $.125) 1,299 $52.14 $67,729.86 $16.93
Common Stock (Par Value $.125) 866 $56.29 $48,747.14 $12.19
Common Stock (Par Value $.125) 10,398 $57.70 $599,964.60 $149.99
Common Stock (Par Value $.125) 519 $58.89 $30,563.91 $7.64
Common Stock (Par Value $.125) 1,733 $60.59 $105,002.47 $26.25
Common Stock (Par Value $.125) 2,599 $61.32 $159,370.68 $39.84
Common Stock (Par Value $.125) 866 $64.95 $56,246.70 $14.06
Common Stock (Par Value $.125) 8,794 $68.89 $605,818.66 $151.45
Common Stock (Par Value $.125) 3,466 $70.69 $245,011.54 $61.25
Common Stock (Par Value $.125) 8,665 $71.05 $615,648.25 $153.91
Common Stock (Par Value $.125) 1,733 $75.82 $131,396.06 $32.85
Common Stock (Par Value $.125) 866 $79.75 $69,063.50 $17.27
Common Stock (Par Value $.125) 1,299 $81.19 $105,465.81 $26.37
Common Stock (Par Value $.125) 866 $85.16 $73,748.56 $18.44
Common Stock (Par Value $.125) 866 $87.69 $75,939.54 $18.98
Common Stock (Par Value $.125) 1,733 $88.72 $153,751.76 $38.44
Common Stock (Par Value $.125) 4,332 $90.17 $390,616.44 $97.65
Common Stock (Par Value $.125) 10,051 $91.97 $924,390.47 $231.10
Common Stock (Par Value $.125) 866 $93.82 $81,248.12 $20.31
Common Stock (Par Value $.125) 1,733 $94.13 $163,127.29 $40.78
Common Stock (Par Value $.125) 4,072 $98.11 $399,503.92 $99.88
Common Stock (Par Value $.125) 1,862 $99.59 $185,436.58 $46.36
Common Stock (Par Value $.125) 3,466 $101.70 $352,492.20 $88.12
Common Stock (Par Value $.125) 866 $102.84 $89,059.44 $22.26
Common Stock (Par Value $.125) 3,466 $103.51 $358,765.66 $89.69
Common Stock (Par Value $.125) 7,278 $103.87 $755,965.86 $188.99
Common Stock (Par Value $.125) 519 $104.77 $54,375.63 $13.59
- 4 -
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE(2)
------------------- ---------- -------------- -------------- ------------
Common Stock (Par Value $.125) 1,733 $105.67 $183,126.11 $45.78
Common Stock (Par Value $.125) 54,502 $108.56 $5,916,737.12 $1,479.18
Common Stock (Par Value $.125) 173 $109.83 $19,000.59 $4.75
Common Stock (Par Value $.125) 3,466 $111.80 $387,498.80 $96.87
Common Stock (Par Value $.125) 1,733 $112.52 $194,997.16 $48.75
Common Stock (Par Value $.125) 519 $114.16 $59,249.04 $14.81
Common Stock (Par Value $.125) 1,299 $117.64 $152,814.36 $38.20
Common Stock (Par Value $.125) 6,932 $119.73 $829,968.36 $207.49
Common Stock (Par Value $.125) 866 $120.89 $104,690.74 $26.17
Common Stock (Par Value $.125) 3,466 $124.78 $432,487.48 $108.12
Common Stock (Par Value $.125) 4,202 $135.26 $568,362.52 $142.09
Common Stock (Par Value $.125) 5,372 $157.25 $844,747.00 $211.19
Common Stock (Par Value $.125) 50,863 $166.98 $8,493,103.74 $2,123.28
Common Stock (Par Value $.125) 866 $169.24 $146,561.84 $36.64
NON-STATUTORY STOCK OPTION
AGREEMENT BY AND BETWEEN
ROBERT M. DUTKOWSKY AND
GENRAD, INC.
Common Stock (Par Value $.125) 86,650 $42.56 $3,687,824.00 $921.96
TOTAL: 1,157,450 $86,306,091.31 $21,576.48
========== ============== ==========
shares
Common Stock Purchase Rights(3) -- -- --
================================================================================
(1) Such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering
price and the fee have been computed upon the basis of the price at
which the options may be exercised. The offering price per share set
forth for such shares is the exercise price per share at which such
options are exercisable.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1993.
(3) Pursuant to the Rights Agreement of the Registrant between the
Registrant and Fleet National Bank, one common share purchase right of
the Registrant (each a "Right") is deemed to be delivered with each
share of Common Stock issued by the Registrant. The Rights currently
are not separately transferable apart from the Common Stock, nor are
they exercisable until the occurrence of certain events. Accordingly,
no independent value has been attributed to the Rights.
================================================================================
- 5 -
PART I
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:
a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 (File No. 001-06462).
b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 1, 2001, July 1, 2001, and September 30, 2001 and
the Registrant's Current Reports on Form 8-K dated filed on
October 18, 2001, October 19, 2001 and October 24, 2001 (all
with File No. 001-06462).
c) The section entitled "Description of Common Stock" contained in
the Registrant's Registration Statement on Form S-3 (SEC File
No. 333-47564) initially filed with the Commission on October 6,
2000.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
- 6 -
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of the Massachusetts Business Corporation Law provides that
a corporation may indemnify its directors and officers to the extent specified
in or authorized by (i) the articles of organization, (ii) the by-law adopted by
the shareholders, or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. In all instances,
the extent to which a corporation provides indemnification to its directors and
officers under Section 67 is optional. Teradyne's Amended and Restated By-laws
provide that each director and officer shall be indemnified by Teradyne against
liabilities and expenses in connection with any legal proceeding to which such
officer or director may become a party by reason of being or having been an
officer or director, provided that such officer or director acted in good faith
in the reasonable belief that his or her action was in the best interests of
Teradyne. Reference is made to Teradyne's Amended and Restated By-laws filed as
Exhibit 3.3 to its Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (File No. 001-06462).
Teradyne maintains directors and officers liability insurance for the
benefit of its directors and its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Restated Articles of Organization of the Registrant, as
amended (filed as Exhibit 3.01 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
July 2, 2000, File No.
001-06462)*
4.2 Amended and Restated Bylaws of the Registrant(filed as
Exhibit 3.3 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, File No.
001-06462)*
4.3 Rights Agreement between the Registrant and Fleet
National Bank dated as of November 17, 2000 (filed as
Exhibit 4.1 to the Registrant's Form 8-K filed on
November 20, 2000, File No. 001-06462)*
4.4 GenRad, Inc. 1991 Equity Incentive Plan**
4.5 GenRad, Inc. 1991 Directors' Stock Option Plan**
- 7 -
4.6 GenRad, Inc. 1997 Non-Qualified Employee Stock Option
Plan**
4.7 GenRad, Inc. Non-Statutory Stock Option Agreement by
and between Robert M. Dutkowsky and GenRad, Inc.**
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page hereto)**
-----------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement;
- 8 -
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, the Commonwealth of Massachusetts, on this
19th day of November, 2001.
Teradyne, Inc.
By: /s/ Gregory R. Beecher
-------------------------------------------
Gregory R. Beecher
Vice President and Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Teradyne, Inc., hereby
severally constitute and appoint George W. Chamillard, and Gregory R. Beecher,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Teradyne, Inc., to comply with
the provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ George W. Chamillard Chief Executive Officer, President November 19, 2001
------------------------------------ and Chairman (Principal Executive
George W. Chamillard Officer)
/s/ Gregory R. Beecher Vice President and Chief Financial November 19, 2001
------------------------------------ Officer (Principal Financial Officer)
Gregory R. Beecher
/s/ Richard Macdonald Controller (Principal Accounting November 19, 2001
------------------------------------ Officer)
Richard MacDonald
/s/ James W. Bagley Director November 19, 2001
------------------------------------
James W. Bagley
/s/ Albert Carnesale Director November 19, 2001
------------------------------------
Albert Carnesale
/s/ Daniel S. Gregory Director November 19, 2001
------------------------------------
Daniel S. Gregory
/s/ Dwight H. Hibbard
------------------------------------ Director November 19, 2001
Dwight H. Hibbard
/s/ John P. Mulroney Director November 19, 2001
------------------------------------
John P. Mulroney
------------------------------------- Director
Vincent M. O'Reilly
/s/ Richard J. Testa Director November 19, 2001
------------------------------------
Richard J. Testa
/s/ Roy A. Vallee Director November 19, 2001
------------------------------------
Roy A. Vallee
/s/ Patricia S. Wolpert Director November 19, 2001
------------------------------------
Patricia S. Wolpert
EXHIBIT INDEX
Exhibit No. Description of Exhibit
---------- -----------------------
4.1 Restated Articles of Organization of the Registrant, as amended (filed as Exhibit
3.01 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July
2, 2000, File No. 001-06462)*
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, File No. 001-06462)*
4.3 Rights Agreement between the Registrant and Fleet National Bank dated as of
November 17, 2000 (filed as Exhibit 4.1 to the Registrant's Form 8-K filed on
November 20, 2000, File No. 001-06462)*
4.4 GenRad, Inc. 1991 Equity Incentive Plan**
4.5 GenRad, Inc. 1991 Directors' Stock Option Plan**
4.6 GenRad, Inc. 1997 Non-Qualified Employee Stock Option Plan**
4.7 GenRad, Inc. Non-Statutory Stock Option Agreement by and between Robert M.
Dutkowsky and GenRad, Inc.**
5 Opinion of Testa, Hurwitz & Thibeault, LLP**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)**
23.2 Consent of PricewaterhouseCoopers LLP**
24 Power of Attorney (included on signature page hereto)**
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.