8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event report)

January 28, 2004

LTX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts	04-2594045
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

LTX Park at University Avenue, Westwood, Massachusetts	02090
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (781) 461-1000

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On January 27, 2004, LTX Corporation entered into an Amendment No. 2 to Rights Agreement (“Amendment No. 2”), with EquiServe Trust Company, N.A., whereby the Company amended Section 9(a) of its Rights Agreement, dated as of April 30, 1999 (the “Rights Agreement”). Amendment No. 2 provides that our Board of Directors shall from time to time determine the number of shares of our common stock to be reserved and kept available for issuance upon exercise of the rights, and that such number of shares may be less than the number of shares of common stock sufficient to permit the exercise in full of all outstanding rights.

As of the date of this Current Report on Form 8-K, if the rights became exercisable, we would not have available shares of common stock sufficient to issue one share of common stock for each outstanding right. Upon the occurrence of a flip in event, however, the rights agreement provides a mechanism for us to deliver cash or other property having an economic value equivalent to the shares of common stock we would otherwise issue upon exercise of the rights.

Amendment No. 2 is not in response to any effort to accumulate common stock or to obtain control of our company.

Amendment No. 2 is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

4.1 Amendment No. 2 to Rights Agreement, dated as of January 27, 2004, by and between LTX Corporation and EquiServe Trust Company, N.A.

SIGNATURES

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 hereunto duly authorized.

		LTX Corporation
Date:	January 27, 2004	By:	/s/    Mark J. Gallenberger
			Mark J. Gallenberger Vice President & Chief Financial Officer

EXHIBIT INDEX

4.1 Amendment No. 2 to Rights Agreement, dated as of January 27, 2004, by and among LTX Corporation and EquiServe Trust Company, N.A.

EX-4.1

Exhibit 4.1

Amendment No. 2 to Rights Agreement

This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (the “Amendment”) is entered into as of January 27, 2004, between LTX Corporation, a Massachusetts corporation (the “Company”), and EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Rights Agreement dated as of April 30, 1999, as amended, between the parties hereto (“the Rights Agreement”).

RECITALS

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to amend the Rights Agreement in the manner set forth below; and

WHEREAS, the Company has determined that the Rights Agreement be amended in accordance with Section 27 of the Rights Agreement, as set forth herein, and the Rights Agent is hereby directed to join in the amendment to the Rights Agreement as set forth herein.

AGREEMENT

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Section 9(a) of the Rights Agreement is amended by deleting it in its entirety and replacing it with the following:

“Subject to the provisions of Section 11(f), the Company covenants and agrees that its Board of Directors shall from time to time determine the number of shares of Common Stock to be reserved and kept available for issuance upon exercise of Rights out of the Company’s authorized and unissued shares of Common Stock or out of its authorized and issued shares of Common Stock held in its treasury, it being understood that the number of shares of Common Stock so determined may be less than the number of shares of Common Stock sufficient to permit the exercise in full of all outstanding Rights.”

2. Except as amended hereby, the Rights Agreement shall remain unchanged and shall remain in full force and effect.

3. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized representatives as of the date first above written.

LTX Corporation
By:	/s/    Mark J. Gallenberger
	Mark J. Gallenberger
	Vice President & Chief Financial Officer
EQUISERVE TRUST COMPANY, N.A., RIGHTS AGENT (as successor to Bank Boston, N.A.)
By:	/s/    Tyler Haynes
	Tyler Haynes