424B3 1 d424b3.txt FORM 424(B)(3) Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b) (3) (To Prospectus dated October 25, 2001) Registration Statement No. 333-72216 LTX Corporation $150,000,000 4 1/4% Convertible Subordinated Notes due 2006 and 5,165,790 Shares of Common Stock Issuable upon Conversion of the Notes This prospectus supplement relates to the resale by holders of our 4 1/4% Convertible Subordinated Notes due 2006 and shares of common stock issuable upon conversion of the notes. This prospectus supplement may only be delivered or used in connection with our prospectus dated October 25, 2001. Our common stock is traded on the Nasdaq National Market under the symbol "LTXX". Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PROSPECTUS SUPPLEMENT DATED DECEMBER 21, 2001 The information appearing in the following graph supplements or supersedes in part the information in the table under the capital "Selling Holders", beginning on page 47 in our prospectus and was provided by or on behalf of the selling holders.
Principal Common Amount of Stock Notes Beneficially Common Stock Beneficially Owned Beneficially Owned Owned and Before Common Stock After Offering Name and Address Offered Offering Offered (1) Amount Percent ------------------------------------------------------------------------------------------------------------------- Allstate Insurance Company $ 400,000 13,774 13,774 0 -- Allstate Life Insurance Company 100,000 3,443 3,443 0 -- Alpine Associates. 8,600,000 296,143 296,143 0 -- Alpine Partners, L.P. 1,400,000 48,209 48,209 0 -- Amaranth Securities L.L.C. 13,460,000 463,499 463,499 0 -- BBT Fund, L.P. 12,000,000 413,223 413,223 CSFB Convertible & Quantative Strategies, Ltd. 750,000 25,826 25,826 0 -- Calamos Market Neutral Fund - Calamos Investment Trust 8,000,000 275,482 275,482 0 -- Chrysler Corporation Master Retirement Trust 0 0 0 0 -- Consulting Group Capital Markets Funds 500,000 17,218 17,218 0 -- Delta Air Lines Master Trust (c/o Oaktree Capital Management, LLC) 0 0 0 0 -- Delta Pilots D&S Trust 0 0 0 0 -- ECT Investments 4,500,000 154,959 154,959 0 -- Fidelity Financial Trust - Fidelity Convertible Securities Fund 2,000,000 68,871 68,871 0 -- Goldman Sachs and Company 1,675,000 57,679 57,679 0 -- Motion Picture Industry Health Plan - Active Member Fund 0 0 0 0 -- Motion Picture Industry Health Plan - Retiree Member Fund 0 0 0 0 -- OCM Convertible Trust 0 0 0 0 -- Paloma Securities L.L.C. 3,460,000 119,146 119,146 Partner Reinsurance Company Ltd. 0 0 0 0 -- Robertson Stephens 2,000,000 68,871 68,871 0 -- State Employees' Retirement Fund of the State of Delaware 0 0 0 0 -- State of Connecticut Combined Investment Funds 0 0 0 0 -- Vanguard Convertible Securities Fund, Inc. 0 0 0 0 -- Wilmington Trust (as Owner Trustee for the Forrestal Funding Master Trust) 15,500,000 533,747 533,747 0 -- Any other holder of notes or future transferee, pledgee, donee or successor of any holder (2)(3) 150,000,000 5,165,290 5.165,290 0 --
---------- o Indicates less than 1%. (1) Assumes conversion of all the holder's notes at a conversion price of $29.04 per share of common stock and resale of all shares of common stock offered hereby. The conversion price is subject to certain adjustments. Accordingly, the number of shares of common stock issuable upon conversion of the notes may increase or decrease from time to time. 2