S-8 1 ds8.txt FORM S-8 File No. 333-_________ As filed with the Securities and Exchange Commission on December 20, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LTX Corporation -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2594045 ---------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) University Avenue, Westwood, Massachusetts 02090 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 2001 Stock Plan -------------------------------------------------------------------------------- (Full title of the plan) Mark J. Gallenberger University Avenue, Westwood, MA 02090 -------------------------------------------------------------------------------- (Name and address of agent for service) (781) 461-1000 -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ________________________________________________________________________________ ________________________________________________________________________________ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share* price* fee ---------- ---------- ---------- ------------ ------------ $.05 par value Shares Common Stock, 2,425,000 $5.705 $13,834,625 $1,272.79 * This estimate is made pursuant to Rule 457(h) solely for the purpose of determining the registration fee. It is not known how many shares will be purchased under the Plan or at what price such shares will be purchased. The above calculation is based on the offering of 2,425,000 shares at a purchase price of $5.705 per share, which is the average of the high and low prices of the Company's Common Stock as reported by the National Association of Securities Dealers Automated Quotation System on December 19, 2002. This registration statement is being filed pursuant to Instruction E of Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to register an additional 2,425,000 shares of LTX Corporation Common Stock issuable under the LTX Corporation 2001 Stock Plan. This registration statement includes a facing page, this page, the signature page, an exhibit index, an Exhibit 5 legal opinion (and a consent included therein), and an accountant's consent. Pursuant to Instruction E, the content of LTX Corporation's registration statement on Form S-8 (Registration No. 333-75734), including the exhibits thereto, are incorporated by reference into this registration statement. All previously registered shares may be issued pursuant to LTX Corporation's 2001 Stock, Plan. Registration fees have been paid for all such previously registered shares. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Town of Westwood, and Commonwealth of Massachusetts on the 20th day of December 2002. LTX Corporation By /s/ Roger W. Blethen ------------------------------- Roger W. Blethen Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Roger W. Blethen and Mark J. Gallenberger, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments or post-effective amendments to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Roger W. Blethen Chairman of the Board and December 20, 2002 ----------------------------- Roger W. Blethen Chief Executive Officer (Principal Executive Officer) /s/ Mark J. Gallenberger Vice President, Chief December 20, 2002 ----------------------------- Mark J. Gallenberger Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ Daniel V. Wallace Controller (Principal Accounting Officer) December 20, 2002 ----------------------------- Daniel V. Wallace /s/ Mark S. Ain Director December 20, 2002 ----------------------------- Mark S. Ain /s/ Robert J. Boehlke Director December 20, 2002 ----------------------------- Robert J. Boehlke /s/ Richard S. Hill Director December 20, 2002 ----------------------------- Richard S. Hill /s/ Stephen M. Jennings Director December 20, 2002 ----------------------------- Stephen M. Jennings /s/ Roger J. Maggs Director December 20, 2002 ----------------------------- Roger J. Maggs
II-2 /s/ Robert E. Moore Director December 20, 2002 ---------------------------------- Robert E. Moore /s/ Samuel Rubnovitz Director December 20, 2002 ---------------------------------- Samuel Rubinovitz II-3 Exhibit Index Exhibit No. Description of Document ---------- ----------------------- 4 2001 Stock Plan 5 Opinion of Joseph A. Hedal 23(A) Consent of Ernst & Young LLP 23(B) Information regarding Consent of Arthur Andersen LLP 23(C) Consent of Joseph A. Hedal is contained in its opinion filed as Exhibit 5 24 Power of Attorney (contained on the signature page) II-4