Ltx Corp - Amended Securities Registration (section 12(g)) (8-A12G/A)
June 23 2008 - 11:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
Amendment No. 1
For Registration of Certain
Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
LTX CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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04-2594045
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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825 University Avenue,
Norwood, Massachusetts
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02062
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock Purchase Rights
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c),
please check the following
box.
x
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please
check the following box.
¨
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Securities Act registration statement file number to which this form relates:
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Not applicable
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(If applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of Class)
The undersigned registrant, LTX Corporation, a Massachusetts corporation (the Registrant), hereby amends the
following items, exhibits and portions of its Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission on May 5, 1999 (the Form 8-A) as set forth below.
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A is hereby amended to include the following:
On June 20, 2008, the Registrant entered into an Agreement and Plan
of Merger (the Merger Agreement) with Credence Systems Corporation, a Delaware corporation (Credence), and Zoo Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of the Registrant (Merger
Sub). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into Credence (the Merger) and Credence will become a wholly-owned subsidiary of the Registrant.
Concurrently with the execution of the Merger Agreement, the Registrants directors and executive officers entered into Stockholder Voting Agreements with Credence relating to the transactions contemplated by the Merger Agreement (the
Stockholder Voting Agreements).
On June 20, 2008, prior to the execution of the Merger Agreement, the Registrant entered into an
amendment (the Rights Amendment) to the Rights Agreement (the Rights Agreement), dated as of April 30, 1999, between the Registrant and Computershare Trust Company, N.A. (as successor rights agent to BankBoston, N.A.),
as rights agent. The Rights Amendment, among other things, renders the Rights Agreement inapplicable to the Merger. The Rights Amendment provides, among other things, that none of (1) the approval, adoption, execution or delivery of the Merger
Agreement, (2) the consummation of the Merger, (3) the approval, execution or delivery of the Stockholder Voting Agreements or (4) the consummation of any of the transactions contemplated by the Merger Agreement or the Stockholder
Voting Agreements, will result in the rights becoming exercisable or in Credence or its affiliates and associates being deemed an Acquiring Person under the Rights Agreement.
A copy of the Rights Amendment is attached hereto as Exhibit 4.5 and is incorporated herein by reference. The foregoing description of the Rights Amendment does not purport to be complete and is qualified in its
entirety by reference to the Rights Amendment.
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby amended by adding the following exhibits attached hereto:
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Exhibit
Number
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4.2
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Amendment to Rights Agreement, dated as of February 14, 2003, between the Registrant and EquiServe Trust Company, N.A. (as successor Rights Agent to BankBoston, N.A.), as rights agent
(incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 000-10761), filed with the Securities and Exchange Commission on February 14, 2003).
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2
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4.3
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Amendment No. 2 to Rights Agreement, dated as of January 27, 2004, between the Registrant and EquiServe Trust Company, N.A. (as successor Rights Agent to BankBoston, N.A.), as rights
agent (incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 000-10761), filed with the Securities and Exchange Commission on January 28, 2004).
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4.4
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Amendment No. 3 to Rights Agreement, dated as of March 7, 2008, between the Registrant and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor Rights Agent to
BankBoston, N.A.), as rights agent (incorporated herein by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2008 (File No. 000-10761), filed with the Securities and Exchange
Commission on March 3, 2008).
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4.5
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Amendment No. 4 to Rights Agreement, dated as of June 20, 2008, between the Registrant and Computershare Trust Company, N.A. (as successor Rights Agent to BankBoston, N.A.), as rights agent
(incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 000-10761), filed with the Securities and Exchange Commission on June 23, 2008).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
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LTX Corporation
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Date: June 23, 2008
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By:
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/s/ Joseph A. Hedal
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Joseph A. Hedal
General Counsel and
Secretary
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Exhibit Index
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Exhibit
Number
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4.2
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Amendment to Rights Agreement, dated as of February 14, 2003, between the Registrant and EquiServe Trust Company, N.A. (as successor Rights Agent to BankBoston, N.A.), as rights agent
(incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 000-10761), filed with the Securities and Exchange Commission on February 14, 2003).
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4.3
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Amendment No. 2 to Rights Agreement, dated as of January 27, 2004, between the Registrant and EquiServe Trust Company, N.A. (as successor Rights Agent to BankBoston, N.A.), as rights agent
(incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 000-10761), filed with the Securities and Exchange Commission on January 28, 2004).
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4.4
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Amendment No. 3 to Rights Agreement, dated as of March 7, 2008, between the Registrant and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor Rights Agent to
BankBoston, N.A.), as rights agent (incorporated herein by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2008 (File No. 000-10761), filed with the Securities and Exchange
Commission on March 3, 2008).
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4.5
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Amendment No. 4 to Rights Agreement, dated as of June 20, 2008, between the Registrant and Computershare Trust Company, N.A. (as successor Rights Agent to BankBoston, N.A.), as rights agent
(incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K (File No. 000-10761), filed with the Securities and Exchange Commission on June 23, 2008).
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